UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 14A

(Rule 14a-101)

INFORMATION REQUIRED IN

PROXY STATEMENT

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NOVAVAX, INC.

(Name of registrant as specified in its charter)

(Name of person(s) filing proxy statement, if other than the registrant)

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2021 proxy statement 

Creating Tomorrow’s Vaccines Today

NOVAVAX FYE 2020 AT A GLANCE
$476M	revenue
$747M	invested in R&D
450+	U.S. patents and pending patent applications
691	employees, of which 83% are engaged in R&D
438,700	total sq.ft. in U.S., Swedish, and Czech facilities

DEVELOPMENT PIPELINE

Coronavirus

●      NVX-CoV2373

●      Variant Strain (Booster and/or Bivalent)

Seasonal Influenza

●      NanoFlu™ vaccine (Older Adults)

Combination Vaccines

●      NanoFlu vaccine/NVX-CoV2373 

●      NanoFlu vaccine/RSV

●      NanoFlu vaccine/NVX-CoV2373/RSV

Novavax, Inc. (Nasdaq: NVAX), together with our wholly-owned subsidiaries, Novavax AB and Novavax CZ, is a biotechnology company promoting improved global health through the discovery, development and commercialization of innovative vaccines to prevent serious infectious diseases and address urgent, global health needs.

We have more than a decade of experience contending with some of the world’s most devastating diseases, including COVID-19, seasonal influenza, RSV, Ebola, MERS, and SARS. Hard-won lessons and significant advances illustrate that our proven technology has tremendous potential to make a substantial contribution to public health worldwide.

Our vaccine candidates, including both our coronavirus vaccine candidate, (“NVX-CoV2373") and our nanoparticle seasonal quadrivalent influenza vaccine candidate (“NanoFlu^TM” vaccine), are genetically engineered, three-dimensional nanostructures of recombinant proteins critical to disease pathogenesis.

We are also developing proprietary immune-stimulating saponin-based adjuvants at Novavax AB, our wholly-owned Swedish subsidiary. Matrix-M™ adjuvant has been shown to enhance immune responses and has been well tolerated in multiple clinical trials. 

Creating Tomorrow’s Vaccines Today

LETTER FROM OUR CEO

DEAR NOVAVAX STOCKHOLDER: You are cordially invited to our Annual Meeting of Stockholders on Thursday, June 17, 2021, beginning at 8:30 a.m. Eastern Time. Due to the public health impact of the coronavirus pandemic (“COVID-19") and to support the health and well-being of our stockholders, this year’s Annual Meeting of Stockholders will be held in a virtual meeting format only. You can virtually attend the live webcast of the Annual Meeting of Stockholders at www.virtualshareholdermeeting.com/NVAX2021. We are pleased to also provide a copy of our 2020 Annual Report to Stockholders with this Proxy Statement. Your vote is important, and we hope you will be able to attend the Annual Meeting. You may vote over the Internet, by telephone, or, if you requested printed proxy materials, by mailing a proxy card or voting instruction form. Please review the instructions for each of your voting options described in this Proxy Statement. Also, please let us know if you plan to attend the live virtual webcast of our Annual Meeting by marking the appropriate box on the proxy card, if you requested printed proxy materials, or, if you vote by telephone or over the Internet, by indicating your plans when prompted. We look forward to seeing you at our 2021 Annual Meeting.    

At Novavax, our dedication to our mission necessitates that we focus efforts on a vaccine that can help global health authorities address, control, and potentially eradicate SARS-CoV-2, the virus responsible for COVID-19. We are seeking to fulfill our mission with NVX-CoV2373.                                                                 Yours truly,     STANLEY C. ERCK President and Chief Executive Officer   May 3, 2021  

Creating Tomorrow’s Vaccines Today

NOTICE OF ANNUAL MEETING OF STOCKHOLDERS

TO BE HELD ON THURSDAY, JUNE 17, 2021

TO THE STOCKHOLDERS OF NOVAVAX, INC.:

NOTICE IS HEREBY GIVEN that the 2021 Annual Meeting of Stockholders (the “Annual Meeting”) of Novavax, Inc., a Delaware corporation (the “Company,” “Novavax,” “we,” or “us”), will be held:

	WHEN		VIRTUAL WEBCAST		RECORD DATE
	Thursday, June 17, 2021 8:30 a.m. Eastern Time		www.virtualshareholdermeeting.com/NVAX2021		Stockholders of record at the close of business on April 20, 2021 are entitled to notice of and to vote

Matters to Be Voted on at the Annual Meeting

Proposal
1	Election of three directors as Class II directors to serve on the board of directors, each for a three-year term expiring at the 2024 Annual Meeting of Stockholders
2	Advisory vote to approve the compensation of our Named Executive Officers
3	Amendment and restatement of the Novavax, Inc. Amended and Restated 2015 Stock Incentive Plan, as amended (the “2015 Stock Plan”) to increase the number of shares of the Company’s common stock, par value $0.01 (our “Common Stock”), available for issuance thereunder by 1,500,000 shares
4	Ratification of certain April 2020 equity awards
5	Ratification of certain June 2020 equity awards
6	Ratification of the appointment of Ernst & Young LLP as our independent registered public accounting firm for the fiscal year ending December 31, 2021
7	Transaction of such other business as may properly come before the Annual Meeting or any adjournments or postponements thereof

The board of directors has fixed the close of business on April 20, 2021 (the “Record Date”) as the record date for determining stockholders of the Company entitled to notice of and to vote at the Annual Meeting and any adjournments or postponements thereof.

The following Proxy Statement is included with the Company’s Annual Report to Stockholders for the fiscal year ended December 31, 2020, which contains financial statements and other information of interest to stockholders.

    By Order of the Board of Directors,     JOHN A. HERRMANN III Executive Vice President, Chief Legal Officer
and Corporate Secretary

Gaithersburg, Maryland

May 3, 2021

Whether or not you plan to attend the virtual webcast of the annual meeting, please promptly vote over the Internet or by telephone as per the instructions on the enclosed proxy or complete, sign and date the enclosed proxy and mail it promptly in the accompanying envelope. Postage is not needed if mailed in the United States. IMPORTANT NOTICE REGARDING THE AVAILABILITY OF PROXY MATERIALS FOR THE STOCKHOLDERS ANNUAL MEETING TO BE HELD ON JUNE 17, 2021   Our Notice of Annual Meeting, Proxy Statement, and Annual Report are available free of charge at www.virtualshareholdermeeting.com/NVAX2021

PROXY STATEMENT

Table of Contents 

1	Proxy Summary
7	Board of Directors and Corporate Governance
7	Proposal 1―Election of Directors
7	Nominees for Election as Class II Directors
9	Directors Continuing as Class III Directors
11	Directors Continuing as Class I Directors
12	Information Regarding the Board and Corporate Governance Matters
13	Leadership Structure and Risk Oversight
15	Board Committees
19	Nomination Procedures
21	Corporate Governance Guidelines
21	Code of Business Conduct and Ethics
22	Stockholder Communications with the Board of Directors
22	Certain Relationships and Related Transactions
22	Compensation Committee Interlocks and Insider Participation
23	Compensation of Directors
26	Executive Officers and Compensation
26	Proposal 2―Advisory Vote on Executive Compensation (Say-on-Pay)
27	Executive Officers
30	Compensation Discussion and Analysis
42	Compensation Committee Report
43	Executive Compensation Tables
43	Summary Compensation Table
44	Grants of Plan-Based Awards Table
46	Outstanding Equity Awards at 2020 Fiscal Year End
48	Options Exercised and Stock Appreciation Rights Exercised and Stock Vested
48	Overview of Employment and Change in Control Agreements

51	Potential Payments Upon Termination
53	2020 CEO Pay Ratio
54	Proposal 3―Amendment and Restatement of the 2015 Stock Plan
64	Proposal 4―Ratification of Certain April 2020 Equity Awards
64	Proposal 5―Ratification of Certain June 2020 Eequity Awards
72	Audit Matters
72	Proposal 6―Ratification of the Appointment of Ernst & Young LLP as the Company’s Independent Registered Public Accounting Firm for the Fiscal Year Ending December 31, 2021
72	Fees and Services
73	Audit Committee Pre-Approval Policies and Procedures
74	Audit Committee Report
75	Stock Ownership Information
75	Security Ownership of Certain Beneficial Owners and Management
77	Information about the Annual Meeting and Voting
82	Additional Information
82	Stockholder Proposals
83	Other Matters
A-1	Appendix A—Novavax, Inc. Amended and Restated 2015 Stock Plan
B-1	Appendix B—Stockholder Complaint

PROXY SUMMARY

This summary represents only selected information. You should review the entire proxy statement before voting.

Novavax, Inc. 2021 Annual Meeting of Stockholders

	WHEN		VIRTUAL WEBCAST		RECORD DATE
	Thursday, June 17, 2021 8:30 a.m. Eastern Time		www.virtualshareholdermeeting.com/NVAX2021		Stockholders of record at the close of business on April 20, 2021 are entitled to notice of and to vote

MATTERS TO BE VOTED ON AT THE ANNUAL MEETING

Proposal		Board Recommendation		See Page
1	Election of three directors as Class II directors to serve on the board of directors, each for a three-year term expiring at the 2024 Annual Meeting of Stockholders		FOR all nominees	7
2	Advisory vote to approve the compensation of our Named Executive Officers		FOR	26
3	Amendment and restatement of the Novavax, Inc. 2015 Stock Plan to increase the number of shares of Common Stock available for issuance thereunder by 1,500,000 shares		FOR	54
4	Ratification of certain April 2020 equity awards		FOR	64
5	Ratification of certain June 2020 equity awards		FOR	64
6	Ratification of the appointment of Ernst & Young LLP as our independent registered public accounting firm for the fiscal year ending December 31, 2021		FOR	72
7	Transaction of such other business as may properly come before the Annual Meeting or any adjournments or postponements thereof

NOVAVAX, INC. 2021 PROXY STATEMENT | 1

Proxy Summary

HOW TO VOTE

Have your Notice of Internet Availability, proxy card, or voting instruction form in hand, with your 16-digit control number available. Even if you plan to attend the virtual meeting, please vote as soon as possible to ensure your shares are represented.

	Internet	Telephone	Virtual Device	Mail	During the Meeting
Registered Holders	Visit, 24/7 www.proxyvote.com	Dial toll-free, 24/7 1-800-690-6903	Scan the QR code available on your proxy card	Return a properly executed proxy card (if received by mail) in the postage-paid envelope provided	Attend the virtual meeting at www.virtualshareholder meeting.com/NVAX2021 and follow the instructions provided during the Annual Meeting
Beneficial Owners (holders in street name)	The availability of telephone and Internet voting for beneficial owners will depend on the voting processes of your broker, bank, or other nominee, so please follow the voting instructions in the materials you receive		Scan the QR code if one is provided by your broker, bank, or other nominee	Return a properly executed voting instruction form by mail, depending upon the methods your broker, bank, or other nominee makes available	Contact your broker, bank, or other nominee to request a legal proxy and voting instructions
Deadline	11:59 p.m. Eastern Time on June 16, 2021			Before the polls close at the Annual Meeting on June 17, 2021

Board of Directors

Name and Principal Occupation		Age(1)	Director Since	Other Current Public Company Boards	Independent	Committee Membership
						Audit	Compensation	Nominating & Corporate Governance	Research & Development
	CLASS I DIRECTORS, FOR TERMS EXPIRING AT THE 2023 ANNUAL MEETING
	Stanley C. Erck President and Chief Executive Officer, Novavax, Inc.	72	2009	—	—	—	—	—	—
	Rajiv I. Modi, Ph.D. Chairman and Managing Director, Cadila Pharmaceuticals, Ltd.	60	2009	—	—	—	—	—	—
	Gregg H. Alton, Ph.D. Former Interim Chief Executive Officer and Chief Patient Officer, Gilead Sciences	55	2020	1			—	—	—

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Proxy Summary

Name and Principal Occupation		Age (1)	Director Since	Other Current Public Company Boards	Independent	Committee Membership
						Audit	Compensation	Nominating & Corporate Governance	Research & Development
	CLASS II DIRECTORS, FOR TERMS EXPIRING AT THE 2021 ANNUAL MEETING
	Richard H. Douglas, Ph.D. Former Senior Vice President, Corporate Development, Genzyme Corporation	68	2010	1				—
	Margaret G. McGlynn, R. Ph. Former President, Merck Vaccines and Infectious Disease, Merck & Co, Inc.	61	2020	2		—			—
	Gary C. Evans Chairman of the Board and Chief Executive Officer, Generation Hemp, Inc.	63	1998	1			—		—
	David M. Mott Private Investor, Mott Family Capital	55	2020	5		—		—

	CLASS III DIRECTORS, FOR TERMS EXPIRING IN 2022
	Rachel K. King Founder and Chief Executive officer, GlycoMimetics, Inc.	61	2018	1		—			—
	Michael A. McManus, Jr., J.D. Former President and Chief Executive Officer, Misonix, Inc.	78	1998	1				—	—
	James F. Young, Ph.D. Former Chairman of the Board and Chief Executive Officer, Targeted Microwave Solutions, Inc.	68	2010; since 2011	—		—	—
	Number of meetings in 2020			Board―14		5	8	9	—

(1)        As of April 19, 2021

Committee Chair Committee Member Chairman of the Board Audit Committee Financial Expert

NOVAVAX, INC. 2021 PROXY STATEMENT | 3

Proxy Summary

BOARD ATTRIBUTES

Independence	Diversity	Age	Tenure

BOARD REFRESHMENT

We have added four new independent directors to our Board since 2018, including three in 2020.

 

BOARD EXPERTISE

Audit & Accounting	Biotechnology & Medicine	Corporate Governance	Executive Leadership	Financial Services & Investments
Operations	Public Company Board Experience	Risk Management	Strategic Planning	Technology & Innovation

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Proxy Summary

ISG Stewardship Principles

Our Board and executive leaders are stewards of our stockholders’ interests, believing that strong and effective corporate governance is essential to our success. As a cornerstone of our corporate governance program, we provide transparent disclosure to our stockholders on a consistent basis. Our approach integrates all components of effective governance, including a strong ethical culture, an ongoing stockholder engagement program, sound financial, regulatory and legal compliance functions. Novavax supports and follows the Investor Stewardship Group’s (“ISG”) Corporate Governance Framework for U.S. Listed Companies. Below is an illustration how certain of our governance practices directly support each of the six ISG principles.

ISG Principle	Novavax’s Practice
Boards are accountable to stockholders		Separate CEO and Board Chairman roles
Stockholders should be entitled to voting rights in proportion to their economic interest		One class of voting stock; we believe in a “one share, one vote” standard
		No “poison pill”
Boards should be responsive to stockholders and be proactive in order to understand their perspectives		Proactive year-round engagement with stockholders
		All Directors attended at least 75% of Board and committee meetings in 2020
		All of the then-current Board members attended the 2020 Annual Meeting
		Directors are expected to devote sufficient time and effort necessary to fulfill their respective responsibilities
Boards should have a strong, independent leadership structure		8 of 10 directors are independent
		Independent Board Chairman
		Regular executive sessions of independent directors
		Four fully independent standing Board committees—Audit, Compensation, Nominating and Corporate Governance, and Research and Development
Boards should adopt structures and practices that enhance their effectiveness		40% of directors are gender, racially, or ethnically diverse
		Average age of director nominees is 64 years
		Balance of new and experienced directors, with three new independent directors added in 2020 and average director tenure of 9.8 years
		Annual Board and committee self-evaluations
Boards should develop management incentive structures that are aligned with the long-term strategy of the company		Annual Say-on-Pay advisory vote
		Active Board oversight of risk management
		Clawback policy
		Anti-hedging and anti-pledging policy

NOVAVAX, INC. 2021 PROXY STATEMENT | 5

Proxy Summary

Executive Compensation Highlights

STOCKHOLDER ENGAGEMENT

Stockholder Engagement Highlights ●     We received 88% Say-on-Pay approval in 2020, up from 70% in 2019 ●     We continued our Stockholder Outreach program in 2020 ●     Topics discussed in connection with our Stockholder Outreach program included matters relating to our business, corporate governance, and executive compensation ●      In response to stockholder feedback, in April 2020 the Compensation Committee awarded performance-vesting (as compared to time-vesting) awards to our executive officers		STOCKHOLDER OUTREACH In 2020, we contacted our top stockholders representing approximately 8.1% of shares outstanding
		SAY-ON-PAY VOTE Stockholder approval improved to 88% in 2020

COMPENSATION PHILOSOPHY AND OBJECTIVES

Our compensation program is designed to attract, retain, and reward a high-performance workforce in an extremely competitive recruitment and retention market to achieve Novavax’s mission, vision, and goals.

Attract and retain highly qualified employees	Reward executives for meeting the strategic goals and objectives	Reward strong individual performance	Align executives’ interests with those of our stockholders

COMPENSATION PROGRAM BEST PRACTICES

	What We Do
	Link what we pay our Named Executive Officers (“NEOs”) to our short- and long-term performance
	Base pay increases on merit
	Have a Compensation Committee made up of 100% independent directors
	Engage an independent compensation consultant for competitive analysis, based on a combination of survey data and peer group data
	Have a clawback policy

	What We Do NOT Do
	No incentivizing excessive risk-taking that would have a material adverse effect on our business and operations
	No excise tax gross ups
	Our equity plan prohibits repricing of underwater stock options or stock appreciation rights without stockholder approval
	No guarantee of salary increases or bonuses
	No single-trigger change in control provisions
	No hedging or pledging

Auditors

Ernst & Young LLP has served as our independent auditors since 2014. We are asking our stockholders to ratify the selection of Ernst & Young as our independent auditors for the fiscal year ending December 31, 2021. Representatives of Ernst & Young LLP are expected to be present at the Annual Meeting and will have an opportunity to address the Annual Meeting if they desire to do so. They will also be available to respond to appropriate questions from stockholders.

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BOARD OF DIRECTORS AND CORPORATE GOVERNANCE

Proposal 1―Election of Directors

In accordance with the Company’s charter, the Board of Directors (the “Board”) may consist of no fewer than three directors, with the specific number to be authorized by the Board from time to time at its discretion. The Board is presently authorized to consist of ten members, and currently includes the following ten individuals.

Class I Directors	Class II Directors	Class III Directors
Terms expiring at the 2023 Annual Meeting	Terms expiring at the 2021 Annual Meeting	Terms expiring at the 2022 Annual Meeting
●    Gregg H. Alton, Ph.D. ●    Stanley C. Erck ●    Rajiv I. Modi, Ph.D.	●    Richard H. Douglas, Ph.D. ●    Margaret G. McGlynn, R. Ph. ●    David M. Mott ●    Gary C. Evans*	●    Rachel K. King ●    Michael A. McManus, Jr., J.D. ●    James F. Young, Ph.D., Chairman of the Board

* Mr. Evans will not be standing for election at the Annual Meeting.

Members of the Board are divided into three classes, designated as Class I, Class II, and Class III, each serving staggered three-year terms. The term of the Class II directors expires at the 2021 Annual Meeting. The terms of the Class III and Class I directors will expire at the 2022 and 2023 Annual Meetings of Stockholders, respectively. A director of any class who is elected by the Board to fill a vacancy resulting from an increase in the number of directors holds office for the remaining term of the class to which he or she is elected. A director who is elected by the Board to fill a vacancy arising in any other manner holds office for the remaining term of his or her predecessor. Directors elected by the stockholders at an annual meeting to succeed those whose terms expire at the meeting are of the same class as the directors they succeed and are elected for a term to expire at the third Annual Meeting of Stockholders after their election and until their successors are duly elected and qualified.

In the event of any increase or decrease in the authorized number of directors, the newly created or eliminated directorships must be apportioned by the Board among the three classes to ensure that no one class has more than one director more than any other class, unless otherwise determined by a resolution of the Board. However, since existing directors cannot move across classes, the number of directors continuing in office following the Annual Meeting, as well as the nominees for election at the Annual Meeting, including their ages and positions as of April 19, 2021, are reflected below followed by biographical information for each such director and nominee.

The Board recommends that stockholders vote FOR the election of the nominees.

Nominees for Election as Class II Directors

After recommendation by the Nominating and Corporate Governance Committee, the Board has designated Richard H. Douglas, Ph.D., Margaret G. McGlynn, R. Ph., and David M. Mott as nominees for election as Class II directors of the Company at the Annual Meeting. If elected, each such nominee will serve until the expiration of his or her term at the 2024 Annual Meeting of Stockholders and until his or her successor is elected and qualified. Dr. Douglas, Ms. McGlynn, and Mr. Mott have consented to being named in this Proxy Statement and

to serve if elected. The Board has no reason to believe that Dr. Douglas, Ms. McGlynn, and Mr. Mott will be unable or unwilling to serve if elected. If any nominee becomes unavailable to serve as a director, the persons named in the proxy will vote the proxy for a substitute nominee or nominees as they, in their discretion, shall determine. Gary C. Evans will not be standing for election at the Annual Meeting.

Information on the nominees follows.

NOVAVAX, INC. 2021 PROXY STATEMENT | 7

Board of Directors and Corporate Governance

AGE 68 INDEPENDENT DIRECTOR SINCE 2010 COMMITTEES ●    Audit ●    Compensation ●    Research and Development	RICHARD H. DOUGLAS, PH.D.
	CAREER HIGHLIGHTS Genzyme Corporation ●    Former Senior Vice President, Corporate Development (1989 to 2011) ●    Dr. Douglas led Genzyme Corporation’s Corporate Development team, and was involved in numerous acquisitions, licenses, financings, joint ventures, and strategic alliances Integrated Genetics ●    Dr. Douglas served in science and corporate development capacities (1982 until its merger with Genzyme Corporation in 1989, now Sanofi Genzyme) OTHER CURRENT PUBLIC COMPANY BOARDS ●    Aldeyra Therapeutics (Nasdaq: ALDX)	OTHER CURRENT DIRECTORSHIPS ●    University of Michigan Technology Transfer National Advisory Board ●    MaxCyte, Inc. (LSE: MXCT) EDUCATION ●    Postdoctoral fellow, Dr. Leroy Hood’s laboratory at the California Institute of Technology ●    Ph.D. in Biochemistry, University of California, Berkeley ●    Bachelor of Science in Chemistry, University of Michigan KEY SKILLS AND QUALIFICATIONS Dr. Douglas is well-suited to serve on our Board due to his significant business experience and scientific background.

AGE 61 INDEPENDENT DIRECTOR SINCE 2020 COMMITTEES ●    Compensation ●    Nominating and   Corporate   Governance	MARGARET G. MCGLYNN, R. PH.
	CAREER HIGHLIGHTS International AIDS Vaccine Initiative ●    President and Chief Executive Officer, leading extensive partnership efforts to advance the development, global launch and access to a broadly effective HIV vaccine (2011 to 2015) Merck ●    Served in leadership roles of increasing responsibility for more than two decades (1983 to 2009) including: ●    President, U.S. Hospital and Specialty Products Division ●    President of Merck Vaccines and Infectious Diseases  OTHER PUBLIC COMPANY BOARDS ●    Amicus Therapeutics (Nasdaq: FOLD) ●    Vertex Pharmaceuticals (Nasdaq: VRTX)  OTHER CURRENT DIRECTORSHIPS ●    HCU Network America, a patient advocacy organization; Ms. McGlynn founded HCU Network America in 2016 which is focused on the rare genetic disease homocystinuria (HCU) and related disorders	●    Hilleman Institute for Developing World Vaccine Research ●    Gavi, The Vaccine Alliance ●    The Biotechnology Innovation Organization ●    Life Science Cares Philadelphia, a non-profit organization EDUCATION ●    Honorary Doctorate, the State University of New York at Buffalo ●    Master’s in Business Administration and Marketing, The State University of New York at Buffalo ●    Bachelor of Science in Pharmacy, The State University of New York at Buffalo KEY SKILLS AND QUALIFICATIONS Ms. McGlynn is well-suited to serve on the Novavax Board due to her extensive experience in the pharmaceutical and vaccine industries. In addition, her experience in for-profit and non-profit vaccine organizations and deep experience in vaccine commercialization and understanding of global public health make Ms. McGlynn an ideal board member.

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Board of Directors and Corporate Governance

AGE 55 INDEPENDENT DIRECTOR SINCE 2020 COMMITTEES ●   Compensation ●   Research and Development	DAVID M. MOTT
	CAREER HIGHLIGHTS Mott Family Capital ●    Private investor New Enterprise Associates ●    General Partner (2008 to 2020) MedImmune ●    President and Chief Executive Officer, Vice Chairman (2000 to 2008), during which he led the sale of the company to AstraZeneca in June 2007 for $15.6 billion ●    Served in various senior roles, including Chief Operating Officer and Chief Financial Officer (1992 to 2000) During the course of his career, Mr. Mott has been involved in more than $40 billion in corporate acquisitions, fundraising, partnerships and other capital formation ventures. He has supported more than 35 initial public offerings or corporate acquisitions, overseen more than a dozen new drugs from development to commercialization, and served on 25 corporate boards.	OTHER PUBLIC COMPANY BOARDS ●    Chairman, Adaptimmune Therapeutics (Nasdaq: ADAP) ●    Chairman, Ardelyx (Nasdaq: ARDX) ●    Chairman, Epizyme (Nasdaq: EPZM) ●    Chairman, Imara (Nasdaq GS: IMRA) ●    Chairman, Mersana Therapeutics (Nasdaq GS: MRSN) EDUCATION ●    Bachelor of Arts, Dartmouth College KEY SKILLS AND QUALIFICATIONS Mr. Mott is well-suited to serve on our Board. His more than three decades of global management, board and investment experience across numerous private and public biopharmaceutical companies, as well as his extensive experience building, leading and financing biopharmaceutical companies adds significant value to our Board.

Directors Continuing as Class III Directors

AGE 61 INDEPENDENT DIRECTOR SINCE 2018 COMMITTEES ●    Compensation ●    Nominating and Corporate Governance	RACHEL K. KING
	CAREER HIGHLIGHTS GlycoMimetics, Inc. ●    Founder and Chief Executive Officer (2003 to present) New Enterprise Associates ●    Executive in Residence (2001 to 2003) Novartis Corporation ●    Senior Vice President (1999 to 2001) Genetic Therapy, Inc. ●    Manager of Laboratory Operations from 1989 to 1993 and Vice President for Product Planning from 1993 to 1996 including early-stage development, initial public offering and acquisition by Novartis; Chief Executive Officer of GTI, a wholly owned subsidiary of Novartis from 1996 to 1998. Mrs. King worked previously at ALZA Corporation and Bain and Company	OTHER CURRENT PUBLIC COMPANY BOARDS ●    GlycoMimetics (Nasdaq: GLYC) OTHER CURRENT DIRECTORSHIPS ●    Executive Committee of the Biotechnology Innovation Organization ●    University of Maryland BioPark EDUCATION ●    M.B.A., Harvard Business School ●    Bachelor of Arts, Dartmouth College KEY SKILLS AND QUALIFICATIONS Mrs. King is well-suited to serve on our Board due to her successful growth and development of businesses and products, her experience as a chief executive officer of a public company, and her significant experience in governance, legal, finance and risk management.

NOVAVAX, INC. 2021 PROXY STATEMENT | 9

Board of Directors and Corporate Governance

AGE 78 INDEPENDENT DIRECTOR SINCE 1998 COMMITTEES ●    Audit ●    Compensation	MICHAEL A. MCMANUS, JR., J.D.
	CAREER HIGHLIGHTS Misonix, Inc. ●    President and Chief Executive Officer (1999 to 2016) New York Bancorp Inc. ●    President, Chief Executive Officer and Director (1991 to March 1998) ●    President and Chief Executive Officer, Home Federal Savings Bank, the principal subsidiary of New York Bancorp Inc. (February 1995 to March 1998) Jamcor Pharmaceuticals Inc. ●    President and Chief Executive Officer (1990 to November 1991) Office of the President of the United States ●    Assistant to the President of the United States (1982 to 1985) Mr. McManus held previous positions at Pfizer Inc. and Revlon Group	Mr. McManus served in the U.S. Army Infantry (1968 to 1970) Mr. McManus is the recipient of the Ellis Island Medal of Honor OTHER CURRENT PUBLIC COMPANY BOARDS ●    The Eastern Company (Nasdaq: EML) EDUCATION ●    J.D., Georgetown University Law Center ●    Bachelor of Arts in Economics, University of Notre Dame KEY SKILLS AND QUALIFICATIONS Mr. McManus’s successful growth and development of businesses and products, his experience as a chief executive officer of a public company, and his extensive experience in governance, legal, finance and risk management make him a well-qualified member of our Board.

AGE 68 INDEPENDENT DIRECTOR SINCE 2010 CHAIRMAN OF THE BOARD SINCE 2011 COMMITTEES ●    Nominating and Corporate Governance ●    Research and Development	JAMES F. YOUNG, PH.D.
	CAREER HIGHLIGHTS Targeted Microwave Solutions, Inc. ●    Former Chairman of the Board and Chief Executive Officer (2016 to 2018) MedImmune, Inc. ●    Former President, Research and Development (2000 to 2008) ●    Executive Vice President, Research and Development (1999 to 2000) ●    Senior Vice President (1995 to 1999) ●    Senior Vice President, Research and Development (1989 to 1995) OTHER CURRENT DIRECTORSHIPS ●    Sagimet Biosciences, a privately-held biopharmaceutical company	EDUCATION ●    Ph.D. in Microbiology and Immunology, Baylor College of Medicine ●    Bachelor of Science degrees in General Science and Biology, Villanova University KEY SKILLS AND QUALIFICATIONS Dr. Young is well-suited to serve on our Board due to his years of experience in the fields of molecular genetics, microbiology, immunology, and pharmaceutical development. In addition, Dr. Young brings extensive scientific background and experiences, particularly in the areas of vaccine research and development.

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Directors Continuing as Class I Directors

AGE 55 INDEPENDENT DIRECTOR SINCE 2020 COMMITTEES ●    Audit	GREGG ALTON
	CAREER HIGHLIGHTS Gilead Sciences ●    Served in an array of leadership roles across a portfolio of responsibilities for more than 20 years from 1999 to 2019, including: ●    Interim Chief Executive Officer ●    Chief Patent Officer, responsible for Gilead’s government affairs, public affairs, patient outreach and engagement initiatives, as well as efforts to facilitate access to its medicines globally ●    Oversight for commercial operations in Europe, Asia, Latin America and Africa, as well as government affairs, public affairs and global medical affairs ●    General Counsel and Chief Compliance Officer Cooley Godward, LLP ●    Attorney, specializing in corporate finance transactions for healthcare and information technology companies (1993 to 1996 and 1998 to 1999)	OTHER PUBLIC COMPANY BOARDS ●    Corcept Therapeutics (Nasdaq: CORT) ●    Enochian Biosciences (Nasdaq: ENOB) OTHER CURRENT DIRECTORSHIPS ●    Several non-profit organizations, including Black Women’s Health Imperative, AIDSVu and the Boys and Girls Clubs of Oakland EDUCATION ●    J.D., Stanford University ●    Bachelor of Science in Legal Studies, University of California, Berkeley KEY SKILLS AND QUALIFICATIONS Mr. Alton is well-suited to serve on the Novavax Board. His extensive industry experience and broad global experience across multiple business areas, as well as his deep insight in infectious disease will contribute to the Board’s understanding of our mission and corporate goals.

AGE 72 DIRECTOR SINCE 2009 COMMITTEES ●    None	STANLEY C. ERCK
	CAREER HIGHLIGHTS Novavax, Inc. ●    President and Chief Executive Officer of Novavax, Inc. (April 2011 to present) ●    Interim Chief Financial Officer (November 2017 to March 2018) ●    Executive Chairman (February 2010 to April 2011) Iomai Corporation  ●    President and Chief Executive Officer (2000 to 2008, when it was acquired by Intercell AG) Mr. Erck previously held leadership positions at Procept, a publicly traded immunology company, Integrated Genetics, now Sanofi Genzyme, and Baxter International	OTHER CURRENT DIRECTORSHIPS ●    MaxCyte, Inc. (LSE: MXCT) ●    MDBio Foundation EDUCATION ●    M.B.A., University of Chicago ●    Bachelor of Science in Economics, University of Illinois KEY SKILLS AND QUALIFICATIONS Mr. Erck is well-suited to serve on our Board due to his leadership experience in the biotechnology industry, having held chief executive officer positions for several companies, and his extensive experience of serving on other public company boards.

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AGE 60 DIRECTOR SINCE 2009 COMMITTEES ●    None	RAJIV I. MODI, PH.D.
	CAREER HIGHLIGHTS Cadila Pharmaceuticals, Ltd. ●    Chairman and Managing Director (1995 to present) OTHER CURRENT DIRECTORSHIPS ●    Cadila Pharmaceuticals, Ltd. ●    Numerous other private companies and foreign public companies EDUCATION ●    Ph.D. in Biological Science, University of Michigan ●    Bachelor’s degree of Technology in Chemical Engineering, University College, London	ELECTION TO NOVAVAX BOARD Dr. Modi was elected to our Board based on his relationship with the Company’s largest stockholder in 2009. As of April 19, 2021, Satellite Overseas (Holdings) Limited, a subsidiary of Cadila Pharmaceuticals, Ltd., holds less than one percent of the Company’s outstanding Common Stock. Dr. Modi serves as a member of the boards of other Cadila group companies. KEY SKILLS AND QUALIFICATIONS Dr. Modi is well-suited to serve on our Board due to his extensive leadership experience, as well as technical expertise in the development and manufacturing of pharmaceutical products. He also brings broad experience in international joint ventures and pharmaceutical sales.

Information Regarding the Board and Corporate Governance Matters

On March 18, 2021, the Board determined, upon the recommendation by the Nominating and Corporate Governance Committee, that all of the members of the Board are “independent” directors as defined in the Nasdaq listing standards, except Dr. Modi and Mr. Erck.

Mr. Erck is currently the President and Chief Executive Officer of the Company. Dr. Modi is not an “independent” director due to his interest in Cadila Pharmaceuticals, Ltd. and the joint venture it has with the Company. These relationships are described in detail in the section titled “Certain Relationships and Related Transactions.”

During 2020, the Board met 14 times and acted by written consent in lieu of a meeting five times and the non-employee directors met four times in executive session during the same period. As the year progressed and the

severity of the COVID-19 global pandemic became more clear, the directors convened an additional 17 times during 2020 during which management provided operational updates. Each of our incumbent directors attended at least 75% of the aggregate of the total number of meetings of the Board they were eligible to attend, as well as the total number of meetings held by all committees on which they served.

Recognizing that director attendance at the Company’s Annual Meeting of Stockholders provides stockholders with an opportunity to communicate with members of the Board, the Company strongly encourages (but does not require) members of the Board to attend such meetings. All of the then-current Board members attended the 2020 Annual Meeting of Stockholders.

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Leadership Structure and Risk Oversight

One of the most critical roles of our Chief Executive Officer and board members is managing risk. Today’s environment consists of ongoing disruption, innovation, and technological change. Increasing disruption leads to greater risks, which may become greater still because they are often interconnected. The Board separates the positions of Chairman of the Board and Chief Executive Officer thereby allowing our Chief Executive Officer to focus on our day-to-day business, while allowing the

Chairman of the Board to lead the Board in its fundamental role of providing advice to and independent oversight of management. The Board recognizes the commitment that our Chief Executive Officer is required to devote to his position, as well as the commitment required to serve as our Chairman of the Board, particularly as the Board’s oversight responsibilities continue to grow. Mr. Erck and Dr. Young each are responsible for:

PRESIDENT AND CHIEF EXECUTIVE OFFICER
	Stanley C. Erck ●    general charge and supervision of the business of the Company ●    managing the risks the company faces in the ordinary course of operating the business including reputation risk, culture risk, cybersecurity risk and extended enterprise risk

CHAIRMAN OF THE BOARD
	James F. Young, Ph.D. ●    presiding at all meetings of the Board ●    advising Board committee chairs in fulfilling their roles ●    serving as a liaison between the Board and senior management team ●    mentoring and advising the senior scientific team ●    providing an extensive network of contacts ●    reporting regularly to the Board

Our Chief Executive Officer and Chairman work closely together to execute our strategic plan. Our Chairman leads our Board, serves as a liaison between the Board and senior management team, mentors and advises the senior scientific team, provides an extensive network of contacts, and reports regularly to the Board. We believe the combination of Mr. Erck as the President and Chief Executive Officer and Dr. Young as the Chairman of the Board is an effective leadership structure. The additional avenues of communication between the Board and management associated with having Dr. Young serve as Chairman provides the basis for the proper functioning of the Board and its oversight of management.

Our Chief Executive Officer and senior management team are primarily responsible for managing the risks Novavax faces in the ordinary course of operating the business. The Board actively oversees potential risks and risk management activities by receiving operational and strategic presentations from management, which include discussions of key risks to the business. In addition, the Board delegates risk oversight to each of its key committees within their areas of responsibility.

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For example:

	●     Reviews and discusses with management the system of disclosure controls and internal controls over financial reporting and discusses the key risks facing the Company and the processes or actions being taken to mitigate those risks  ●     Reviews specific risk areas, such as cybersecurity risk, on a regular basis with input from management  ●     Reviews and discusses with the Senior Vice President, Information Technology the current cybersecurity risks and our cybersecurity risk management program and activities
	●      Oversees incentive compensation programs and strategies, as well as key employee retention issues
	●      Periodically reviews the current Directors’ skill sets and the Company’s anticipated future needs.  ●      Oversees the Company’s corporate governance structure.
	●      Periodically reviews and assesses our research and development programs  ●      Oversees strategies and investments specific to research and development programs

Board committees are chaired by independent directors and at each Board meeting the committee chairs deliver reports to the full Board on the activities and decisions made by the committees at recent meetings. In addition, there is significant cross-over of members of the various committees allowing information to flow freely outside of a full board meeting.

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Board Committees

Our Board currently maintains four standing committees: Audit Committee, Compensation Committee, Nominating and Corporate Governance Committee and Research and Development Committee. In addition to the descriptions below, please refer to the “Compensation Committee Report” and “the Audit Committee Report” included in this Proxy Statement. The members of the committees are shown below.

		Committee Memberships
Director	Independent	Audit	Compensation	Nominating and Corporate Governance	Research and Development
Gregg H. Alton
Richard H. Douglas, Ph.D.
Stanley C. Erck
Gary C. Evans
Rachel K. King
Margaret G. McGlynn, R. Ph.
Michael A. McManus, Jr., J.D.
Rajiv I. Modi, Ph.D.
David M. Mott
James F. Young, Ph.D.

  Committee Chair   Committee Member   Chairman of the Board   Audit Committee Financial Expert

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 Audit Committee Meetings in 2020:  5

	MEMBERS ●  Michael A. McManus, Jr., J.D. ●  Gregg H. Alton	●  Richard H. Douglas, Ph.D. ●  Gary C. Evans
During 2020, the Audit Committee met five times and did not act by written consent in lieu of a meeting.
PRINCIPAL RESPONSIBILITIES The Audit Committee is responsible for: ●   the appointment, compensation, retention, and oversight of the work of any independent registered public accounting firm engaged for the purpose of preparing or issuing an audit report or performing other audit, review or attestation services; the Audit Committee meets with our independent registered public accounting firm to discuss the scope and results of its examination and reviews the financial statements and reports contained in the Company’s periodic and other financial filings   The Audit Committee’s role is to also: ●   review the adequacy and efficacy of all accounting, auditing, and financial control systems, as well as disclosure controls and procedures ●  monitor the adequacy of our accounting and financial reporting processes and practices ●   consider any issues raised by its members, the independent registered public accounting firm, and employees ●   oversee the Company’s compliance with applicable federal and state laws and regulations, and the implementation and operation of the Company’s corporate compliance program ● annually review the Company’s corporate compliance program with the Company’s Chief Legal Officer and Chief Compliance Officer, and monitor the program’s progress and results during the year The Audit Committee is authorized to investigate any matter brought to its attention, retain the services of independent advisors (including legal counsel, auditors,		and other experts), and receive and respond to concerns and complaints relating to accounting, internal accounting controls, and auditing matters. The Audit Committee meets regularly with both the Company’s management team and its independent auditor. At times, the Audit Committee meets in executive session without management or the independent auditor present. CHARTER ● The Audit Committee acts pursuant to a written charter as adopted by the Board. A current copy of the charter is available on the Company’s website at www.novavax.com. ●  The Audit Committee reviews and evaluates its charter annually to ensure its adequacy and accuracy, and is charged with performing an annual self-evaluation with the goal of continuing improvement.   AUDIT COMMITTEE REPORT ● The Audit Committee Report is on page 74 of this Proxy Statement. QUALIFICATIONS ●   Each Audit Committee member is an “independent director,” as defined by the listing standards of the Nasdaq. ●  The Board has determined that each of Mr. McManus, Mr. Alton, and Mr. Evans qualifies as an “audit committee financial expert” as defined by the rules and regulations of the Securities and Exchange Commission, and is financially sophisticated as required by the listing standards of the Nasdaq.

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Compensation Committee		Meetings in 2020:  8
	MEMBERS ●    David M. Mott ●    Richard H. Douglas, Ph.D. ●    Rachel K. King	●    Margaret G. McGlynn, R. Ph. ●    Michael A. McManus, Jr., J.D.
During 2020, the Compensation Committee met eight times and acted by written consent in lieu of a meeting four times.
PRINCIPAL RESPONSIBILITIES  The Compensation Committee is responsible for: ●  assisting the Board with its responsibilities relating to the compensation of the Company’s officers and directors and the development, administration and oversight of the Company’s compensation and benefits plans ●   reviews and recommends salaries and other compensatory benefits for employees, executive officers, and directors The Compensation Committee’s authority and responsibilities include, but are not limited to: ●  review and recommend to the Board the goals and objectives relevant to our Chief Executive Officer and other executive officers; annually evaluate the performance of the Chief Executive Officer and other executive officers; approve or recommend to the Board the compensation levels and annual awards for the Chief Executive Officer and other executive officers ●   oversee our overall compensation philosophy, policies, and programs ●   make recommendations to the Board about the compensation of directors ●   approve and administer our equity-based plans and awards and management incentive compensation plans ●  review and approve employment agreements, severance arrangements, retirement arrangements, change in control provisions, and any supplemental benefits or perquisites for executive officers and senior management The Compensation Committee has the authority to engage independent compensation consultants or advisors, as it may deem appropriate in its sole discretion, and to approve related fees and retention terms. The Compensation Committee routinely holds meetings, some of which management attends, as well as executive sessions without management, where compensation is discussed. The chair of the Compensation Committee is responsible for leadership of the Compensation Committee and sets meeting agendas.		The Compensation Committee may request that any executive officer or employee, outside counsel, or consultant attend Compensation Committee meetings or confer with any members of, or consultants to, the Compensation Committee. The Compensation Committee is supported in its efforts by our Legal and Human Resources teams, to which the Compensation Committee delegates authority for certain administrative functions. The Chief Executive Officer gives performance assessments and compensation recommendations for each executive officer (other than himself). The Chairman gives performance assessments and compensation recommendations for the Chief Executive Officer. The Compensation Committee considers the Chief Executive Officer’s and the Chairman’s recommendations and the information provided by the Human Resources team in its deliberations regarding executive compensation. The compensation of the executive officers is based on these deliberations. The Chief Executive Officer and the Executive Vice President, Chief Human Resources Officer generally attend Compensation Committee meetings but are not present for executive sessions or any discussion of their own compensation. CHARTER ●  The Compensation Committee acts pursuant to a written charter as adopted by the Board; a current copy of the charter is available on the Company’s website at www.novavax.com ●  The Compensation Committee reviews and evaluates its charter annually to ensure its adequacy and accuracy, and is charged with performing an annual self-evaluation with the goal of continuing improvement COMPENSATION COMMITTEE REPORT ●  The Compensation Committee Report is on page 42 of this Proxy Statement QUALIFICATIONS ● Each Compensation Committee member is a “non-employee director,” as defined by Rule 16b-3 of the Securities and Exchange Act of 1934, as amended (the “Exchange Act”) and an “independent director,” as defined by the listing standards of the Nasdaq, including the heightened standards that apply to compensation committee members

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Nominating and Corporate Governance Committee Meetings in 2020:  9

	MEMBERS ●    Gary Evans ●    Rachel K. King	●    Margaret G. McGlynn, R. Ph. ●    James F. Young, Ph.D.
During 2020, the Nominating and Corporate Governance Committee met nine times and did not act by written consent in lieu of a meeting.
PRINCIPAL RESPONSIBILITIES The primary function of the Nominating and Corporate Governance Committee is to: ●  review and make recommendations to the Board regarding the Board’s size, structure, and composition ●   establish criteria for Board membership ●   identify and evaluate candidates qualified to become members of the Board, including candidates proposed by stockholders ● select, or recommend for selection, director nominees to be presented for approval at the Annual Meeting of Stockholders and to fill vacancies on the Board ●   oversee the Company’s corporate governance guidelines ●  evaluate Company policies relating to the recruitment of Board members ●  develop and recommend to the Board corporate governance policies and practices ●    oversee management’s plans for succession to senior management positions The Nominating and Corporate Governance Committee’s goal is to contribute to the effective representation of the		Company’s stockholders and to play a leadership role in shaping the Company’s corporate governance. In reviewing and evaluating director candidates, including candidates submitted by stockholders, the Nominating and Corporate Governance Committee does not differentiate between candidates based on the proposing constituency, but rather applies the same criteria to each candidate. CHARTER ●  The Nominating and Corporate Governance Committee acts pursuant to a written charter as adopted by the Board; a current copy of the charter is available on the Company’s website at www.novavax.com. ●  The Nominating and Corporate Governance Committee reviews and evaluates its charter annually to ensure its adequacy and accuracy, and is charged with performing an annual self-evaluation with the goal of continuing improvement QUALIFICATIONS ●Each Nominating and Corporate Governance Committee member is an “independent director,” as defined by the listing standards of the Nasdaq.

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Research and Development Committee Meetings in 2020:  —

	MEMBERS ●    James F. Young, Ph.D. ●    David M. Mott	●    Richard H. Douglas, Ph.D.
The Research and Development Committee was formed in December 2020 and did not meet or act by written consent in lieu of a meeting in 2020.
PRINCIPAL RESPONSIBILITIES The primary function of the Research and Development Committee is to: ●   review and assess the Company’s research and development programs, with the Committee Chair playing a day-to-day role providing input on key aspects of such research and development programs ●   evaluate the Company’s progress in achieving research and development goals and objectives, and make recommendations to the Board on modifications to the Company’s research and development goals and objectives ●   review and assess the Company’s intellectual property portfolio and strategy ●   review the Company’s regulatory efforts and strategy ●   oversee management’s exercise of its responsibility to assess and manage risks associated with the Company’s research and development programs and regulatory matters ●   select, retain, and supervise any advisors as the Committee deems necessary, in its discretion, to fulfill its mandates under its Charter, and compensate, at the expense of the Company, such advisors		The Research and Development Committee’s goal is to contribute to the Company’s development of a robust intellectual property portfolio, and to play a leadership role in shaping the Company’s research and development programs and strategies. CHARTER ● The Research and Development Committee acts pursuant to a written charter as adopted by the Board; a current copy of the charter is available on the Company’s website at www.novavax.com. ●   The Research and Development Committee reviews and evaluates its charter annually to ensure its adequacy and accuracy, and is charged with performing an annual self-evaluation with the goal of continuing improvement QUALIFICATIONS  ● Each Research and Development Committee member is an “independent director,” as defined by the listing standards of the Nasdaq.

Nomination Procedures

Stockholders who wish to nominate qualified candidates to serve as directors may do so in accordance with the procedures set forth in the Company’s Amended and Restated By-Laws (“By-Laws”), which procedures did not change during the last fiscal year. As stated in the By-Laws, a stockholder must notify the Company in writing, by notice delivered to the attention of the Secretary of the Company at the address of the Company’s principal executive offices, of a proposed nominee.

In order to ensure meaningful consideration of such candidates, notice must be received not less than 60 days nor more than 90 days prior to the anniversary date of the applicable year’s Annual Meeting of Stockholders. However, in the event the date of the applicable year’s Annual Meeting of Stockholders is more than 30 days before or after the anniversary date of the prior year’s Annual Meeting of Stockholders, notice by the stockholder to be timely it must be received not later than the close of business on the 10th day following the day on which such notice of the date of the meeting was

mailed or public disclosure of the date of such meeting was made, whichever occurs first.

The notice must include the following information for each proposed nominee:

● name, age, business and residence address;

● his or her principal occupation or employment;

● the class and number of shares of capital stock and other securities of the Company, if any, which are beneficially owned by such nominee and whether and the extent to which any hedging or other transaction or series of transactions has been entered into by or on behalf of, or any other agreement, arrangement or understanding has been made, the effect or intent of which is to increase or decrease the voting power or economic interest of, such person with respect to the Company’s securities; and

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● any other information concerning the nominee that must be disclosed as to nominees in proxy solicitations, or is otherwise required, in each case pursuant to applicable law.

The notice must also include with respect to the stockholder giving the notice and each Stockholder Associated Person:

● the name and address, as they appear on the Company’s books, of such stockholder;

● a description of all direct and indirect compensation and other material monetary arrangements, agreements or understandings during the past three years, and any other material relationship, if any, between or concerning such stockholder and each Stockholder Associated Person, on the one hand, and each proposed nominee, and his or her respective affiliates and associates, on the other hand;

● the class and number of shares of capital stock and other securities of the Company that are owned by such person; and

● any derivative positions held of record or beneficially by such person and whether and the extent to which any hedging or other transaction or series of transactions has been entered into by or on behalf of, or any other agreement, arrangement or understanding has been made, the effect or intent of which is to increase or decrease the voting power or economic interest of, such person, with respect to the Company’s securities.

For purposes of this Proxy Statement, a “Stockholder Associated Person” of any stockholder means:

(i) any “affiliate” or “associate” (as those terms are defined in Rule 12b-2 under the Exchange Act) of the stockholder who owns beneficially or of record any capital stock or other securities of the Company or, through one or more derivative positions, has an economic interest (whether positive or negative) in the price of securities of the Company, and

(ii) any person acting in concert with such stockholder or any affiliate or associate of such stockholder with respect to the capital stock or other securities of the Company.

In addition, any nominee proposed by a stockholder shall complete a questionnaire, in a form provided by the Company. The completed questionnaire shall be submitted within ten days after the Company provides the questionnaire. The Company may require any proposed nominee to furnish other information as may reasonably be required to determine the eligibility of the nominee to

serve as a director. Nominations received through this process will be forwarded to the Nominating and Corporate Governance Committee for review.

The Nominating and Corporate Governance Committee strives to maintain a board of directors with a diverse set of skills and qualifications to ensure the board of directors is adequately serving the needs of the Company’s stockholders. Before evaluating director candidates, the Nominating and Corporate Governance Committee reviews the skills and qualifications of the directors currently serving on the Board and identifies any areas of weakness or skills of particular importance. On the basis of that review, the Nominating and Corporate Governance Committee will evaluate director candidates with those identified skills. While the Nominating and Corporate Governance Committee does not have a formal policy on Board diversity, the committee takes into account a broad range of diversity considerations when assessing director candidates, including individual backgrounds and skill sets, professional experiences, underrepresented classes, and other factors that contribute to the Board having an appropriate range of expertise, talents, diversity, experiences, and viewpoints. The Nominating and Corporate Governance Committee considers the following skills and experiences necessary to the Board: industry knowledge, clinical development expertise, commercialization expertise, manufacturing expertise, financial expertise and capital raising experience, and scientific or medical education and experience, particularly in vaccine-related fields.

While there are no set minimum requirements, a candidate should:

● be intelligent, thoughtful, and analytical

● have excelled in both academic and professional settings

● possess superior business-related knowledge, skills, and experience

● demonstrate achievement in his or her chosen field

● reflect the highest integrity, ethics, and character

● be free of actual or potential conflicts of interest

● have the ability to devote sufficient time to the business and affairs of the Company

● demonstrate the capacity and desire to represent the best interests of our stockholders as a whole

In addition to the above criteria (which may be modified from time to time), the Nominating and Corporate Governance Committee may consider such other factors as it deems in the best interests of the Company and its stockholders and that may enhance the effectiveness and responsiveness of the Board and its committees. Finally, the Nominating and Corporate Governance

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Committee must consider a candidate’s independence to make certain the Board includes at least a majority of “independent” directors to satisfy all applicable independence requirements, as well as a candidate’s financial sophistication and special competencies.

The Nominating and Corporate Governance Committee identifies potential candidates through referrals and recommendations, including by incumbent directors, management, and stockholders, as well as through business and other organizational networks. To date, the Nominating and Corporate Governance Committee has not retained or paid any third party to identify or evaluate, or assist in identifying or evaluating, potential director nominees, although it reserves the right to engage executive search firms and other third parties to assist in finding suitable candidates.

Current members of the Board with the requisite skills and experience are considered for re-nomination, balancing the value of the member’s continuity of service with that of obtaining a new perspective, and considering each individual’s contributions, performance and level of participation, the current composition of the Board, and the Company’s needs. The Nominating and Corporate Governance Committee also must consider the age and length of service of incumbent directors.

The Board adopted a policy in 2005 not to re-nominate a director for re-election if such director has served ten years as a director or has reached 75 years of age, unless circumstances exist which cause the Nominating and Corporate Governance Committee to believe that despite such factors, such a nomination was in the best interest of the Company and its stockholders.

In accordance with this policy, although Dr. Douglas will have served on our Board for more than ten years, the Nominating and Corporate Governance Committee determined to nominate him for reelection to the Board at the Annual Meeting due to his extensive knowledge of our corporate history, operations and strategy, and the Company’s urgent objective in developing its NVAX-CoV2373 vaccine against the SARS-CoV-2 virus. If any existing members do not wish to continue in service or if it is decided not to re-nominate a director, new candidates are identified in accordance with those skills, experience, and characteristics deemed necessary for new nominees, and are evaluated based on the qualifications set forth above. In every case, the Nominating and Corporate Governance Committee meets (in person or telephonically) to discuss each candidate and may require personal interviews before final approval. Once a slate of nominees is selected, the Nominating and Corporate Governance Committee presents it to the full Board.

Corporate Governance Guidelines

The Board has adopted corporate governance guidelines that are available on the Company’s website at www.novavax.com.

Code of Business Conduct and Ethics

The Board has adopted a Code of Business Conduct and Ethics (“Code of Ethics”) that applies to each employee, officer, and director, including but not limited to, the Chief Executive Officer and Chief Financial Officer. The Code of Ethics is reviewed at least annually by the Nominating and Corporate Governance Committee. A current copy of the Code Ethics, is available on the Company’s

website at www.novavax.com. The Company intends to disclose on its website any future amendments to and waivers of the Code of Ethics that apply to its Chief Executive Officer, Principal Financial Officer and Principal Accounting Officer, and persons performing similar functions.

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Stockholder Communications with the Board of Directors

The Board welcomes communications from stockholders and has adopted a procedure for receiving and addressing such communications. Stockholders may send written communications to the entire Board or individual directors, addressing them to:

MAIL Novavax, Inc. Attention: Corporate Secretary 21 Firstfield Road Gaithersburg, Maryland 20878 EMAIL ir@novavax.com Mark “Attention: Corporate Secretary” in the “Subject” field

All such communications will be forwarded to the full Board or to any individual director or directors to whom the communication is directed unless the communication is clearly of a marketing nature or is unduly hostile, threatening, illegal, or similarly inappropriate, in which case the Company has the authority to discard the communication or take appropriate legal action.

Certain Relationships and Related Transactions

The Company’s Code of Ethics provides that the Audit Committee is responsible for approving all transactions or business relationships involving Novavax and any director or executive officer, including any transactions between Novavax and either the director or officer personally, members of their immediate families, or entities in which they have an interest. In evaluating related party transactions, the Audit Committee members apply the same standards of good faith and fiduciary duty they apply to their general responsibilities as a committee of the Board and as individual directors. The Audit Committee will approve a related party transaction when, in its good faith judgment, the transaction is in the best interest of the Company.

Dr. Modi, a director of Novavax, is also the managing director of Cadila Pharmaceuticals, Ltd. (“Cadila”). Novavax and Cadila have formed a joint venture called CPL Biologicals Private Limited, of which Novavax owns 20% and Cadila owns the remaining 80%. As of April 19, 2021, a subsidiary of Cadila owns 125,000 shares of Novavax’s outstanding Common Stock.

In June 2020, in advance of David M. Mott joining the Company’s Board of Directors, the Company agreed to sell 32,916 shares of Common Stock to him in a sale exempt from the registration requirements of the Securities Act of 1933, as amended, pursuant Section 4(a)(2) thereunder, at a purchase price of $45.57 per share, reflecting the closing price of the Company’s Common Stock on the trading date prior to the date of the parties’ agreement regarding the sale, for total gross proceeds of $1.5 million. Mr. Mott joined the Company’s Board of Directors later in the same month.

There are no family relationships among any of the directors or executive officers (or any board member nominee) of Novavax. No director, executive officer, nominee, or any associate of any of the foregoing has any interest, direct or indirect, in any proposal to be considered and acted upon at the Annual Meeting (other than the election of directors)

Compensation Committee Interlocks and Insider Participation

During 2020, Dr. Douglas, Ms. King, Mr. McManus, Mr. Mott and Dr. Young served as members of the Compensation Committee. None of the members of the Compensation Committee were at any time during 2020 an employee or executive officer of Novavax.

No executive officer of the Company currently serves, or during 2020 served, as a member of the board of directors or compensation committee of any entity that has one or more executive officers serving as a member of the Company’s Board or Compensation Committee.

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Compensation of Directors

Compensation paid to our non-employee directors is comprised of two components: (i) cash compensation and (ii) equity awards.

CASH COMPENSATION

Our non-employee director cash compensation arrangement for 2020 was as follows:

Non-Employee Director Service	2020 Cash Retainer ($)
Board member	40,000
Supplemental cash retainers:
Chairperson:
Board	35,000
Audit Committee	20,000
Compensation Committee	15,000
Nominating and Corporate Governance Committee	10,000
Research and Development Committee	—
Member:
Audit Committee	10,000
Compensation	7,500
Nominating and Corporate Governance Committee	5,000
Research and Development Committee    *beginning 2021	5,000*
Board and Committee meetings:
Directors do not receive compensation for attending meetings. Directors are reimbursed for reasonable costs and expenses incurred in connection with attending any Board or committee meetings or any other Company related business activities.

NON-EMPLOYEE DIRECTOR DEFERRED FEE POLICY

The Company’s Director Deferred Fee Policy for its non-employee directors permits an eligible director to defer receipt of all or part of the director’s cash retainer. To defer fees payable during any calendar year, a director must make an election by the end of the preceding calendar year. A director can elect to have 100% of deferred amounts credited to a “cash account” or a “Company common stock account,” or, alternatively, a director may elect to have deferred amounts credited 50% to each account. Cash accounts are credited with interest quarterly at the IRS Applicable Federal Rate for short-term debt instruments for the last month of such calendar quarter. Company Common Stock accounts are credited as if amounts were invested in notional stock units based upon the market price of Common Stock and are credited with additional notional units if dividends are paid on Common Stock. Payment of deferred amounts

is to be made in cash upon the occurrence of certain events, including the director’s separation from service, death of the director, or a change in control of the Company. The director may also elect to receive payment of the deferred amounts in a specified year that is not more than ten years from the year in which the director’s fees were earned. A director may elect to receive payment in either a lump sum or in up to ten annual installments.

Dr. Douglas has elected to defer fees earned in the fiscal year ending December 31, 2020. The following table shows how he currently has his deferred fees credited.

Name	Annual Retainer
Richard H. Douglas, Ph.D.	Cash account	0%
	Company Common Stock account	100%

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EQUITY AWARDS

Annual Equity Awards

On June 25, 2020, the Compensation Committee granted options to purchase 6,900 shares of Common Stock to each of Dr. Douglas, Ms. King, and Messrs. Evans and McManus, and options to purchase 4,400 shares of Common Stock to Mr. Mott. In recognition of his service as our Chairman of the Board, Dr. Young was granted an option to purchase 15,180 shares of Common Stock. All of the aforementioned options have an exercise price of $83.54 per share and will vest in full one year from the date of grant subject to continued service on the Company’s Board of Directors through the vesting date.

On June 25, 2020, the Compensation Committee granted time-vesting restricted stock units (“RSUs”) representing a right to receive 3,450 shares of Common Stock to each of Dr. Douglas, Mr. Evans, Ms. King and Mr. McManus. In recognition of his service as our Chairman of the Board, Dr. Young received RSUs representing a right to receive 7,590 shares of Common Stock. All of the aforementioned RSUs will vest in full one year from the date of grant subject to continued service on the Company’s Board through the vesting date.

Equity Awards upon Appointment to the Board or a Committee

On June 13, 2020, the Board granted an option to purchase 8,000 shares of Common Stock, effective as of June 16, 2020, to Mr. Mott in connection with his appointment to the Board. The option has an exercise price of $52.15 per share and will vest in full on June 16, 2021 subject to continued service on the Company’s Board through the vesting date.

On October 31, 2020, the Board granted an option to purchase 7,700 shares of Common Stock to Mr. Alton in connection with his appointment to the Board. The option has an exercise price of $80.71 per share and will vest

in full one year from the date of grant, subject to continued service on the Company’s Board through the vesting date.

On December 5, 2020, the Board granted an option to purchase 7,700 shares of Common Stock, effective as of December 7, 2020, to Ms. McGlynn in connection with her appointment to the Board. The option has an exercise price of $123.12 per share and will vest in full on December 7, 2021 subject to continued service on the Company’s Board through the vesting date.

On December 5, 2020, the Board granted time-vesting RSUs representing the contingent right to receive 20,000 shares of Common Stock to Dr. Young, in connection with the appointment of Dr. Young as Chair of the newly established standing Research and Development Committee of the Board. The Board, upon recommendation of the Compensation Committee, with Dr. Young recused from both meetings, determined the size of the award based on Dr. Young’s substantial time commitment and impact providing Board oversight of the Company’s research and development efforts, including process development, manufacturing scale-up, technology transfer and other activities related to the Company’s regulatory efforts and strategy. Fifty percent (50%) of the RSUs subject to this grant vested on January 1, 2021, and the remaining fifty percent (50%) of the RSUs subject to this grant will vest on July 1, 2021, in each case subject to continued service on the Company’s Board through the vesting date. Dr. Young’s prior experience has provided substantial value to the Board and management team, as Dr. Young provides oversight of efforts to resolve innumerable obstacles developing its COVID-19 vaccine at an accelerated pace. The December 2020 award made to Dr. Young reflected a unique situation related to accelerated activity and demands connected to developing the Company’s COVID-19 vaccine. The Board plans to evaluate new director compensation limits later in 2021, when it will be evaluating corporate governance provisions more generally.

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DIRECTOR COMPENSATION TABLE

The Company does not pay employee directors additional compensation for service on the Board. The following table sets forth information concerning the compensation paid by the Company to each individual who served as a non-employee director at any time during fiscal year 2020:

Name	Fees Earned or Paid in Cash(1) ($)	Option Awards(2) ($)	Stock Awards(3) ($)	Total ($)
Gregg H. Alton(4)	7,151	557,362	―	564,513
Richard H. Douglas, Ph.D.(5)	57,500	515,767	288,213	861,480
Gary C. Evans	60,000	515,767	288,213	863,980
Rachel K. King	52,500	515,767	288,213	856,480
Margaret G. McGlynn, R. Ph.(6)	3,528	851,389	—	854,917
Michael A. McManus, Jr., J.D.	72,272	515,767	288,213	876,252
Rajiv I. Modi, Ph.D.(7)	—	—	—	—
David M. Mott(8)	26,294	701,038	—	727,332
James F. Young, Ph.D.	93,952	1,134,687	3,159,069	4,387,708

(1)

Represents fees earned in 2020, pro-rated as applicable for a partial year of service.

(2)

Represents options granted in 2020 in respect of 2020 service on the Board. The grant date fair value was calculated in accordance with Financial Accounting Standards Board Accounting Standards Codification (“FASB ASC”) Topic 718. Assumptions used in the calculation of this amount are included in Note 13 to the Company’s Annual Report on Form 10-K for the year ended December 31, 2020 filed with the SEC on March 1, 2021. As of December 31, 2020, the aggregate number of stock options held by each non-employee director is as follows:

Mr. Alton	7,770	Mr. McManus	34,900
Dr. Douglas	45,900	Dr. Modi	—
Mr. Evans	34,990	Mr. Mott	12,400
Ms. King	32,900	Dr. Young	103,930
Ms. McGlynn	7,770

(3) Represents restricted stock units granted in 2020 in respect of 2020 service on the Board. The grant date fair value was calculated in accordance with FASB ASC Topic 718. Assumptions used in the calculation of this amount are included in Note 13 to the Company’s Annual Report on Form 10-K for the year ended December 31, 2020 filed with the SEC on March 1, 2021. As of December 31, 2020, the aggregate number of restricted stock units held by each non-employee director is as follows:

Mr. Alton	-	Mr. McManus	3,450
Dr. Douglas	3,450	Dr. Modi	-
Mr. Evans	3,450	Mr. Mott	-
Ms. King	3,450	Dr. Young	27,590
Ms. McGlynn	-

(4)	Mr. Alton was appointed to the Board on October 31, 2020.
(5)	Dr. Douglas’ fees in respect of 2020 were deferred in accordance with the Non-Employee Director Deferred Fee Policy, described above.
(6)	Ms. McGlynn was appointed to the Board on December 5, 2020.
(7)	Due to his relationship with Cadila and CPL Biologicals Private Limited, Dr. Modi did not receive compensation for his services as a director in 2020.
(8)	Mr. Mott was appointed to the Board on June 14, 2020.

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Proposal 2—Advisory Vote on Executive Compensation (Say-on-Pay)

We are asking stockholders to approve, on an advisory, non-binding basis, the compensation of our Named Executive Officers as disclosed in this Proxy Statement, as required pursuant to section 14A of the Exchange Act (15 U.S.C. 78n-1). The Company provides its stockholders with the opportunity to cast an annual advisory vote to approve the compensation of its Named Executive Officers and this Proposal 2, commonly referred to as a “say-on-pay” proposal, gives our stockholders the opportunity to express their views on our executive compensation programs.

As described in detail in the Compensation Discussion and Analysis section and the related tables and narrative disclosure in this Proxy Statement, our executive compensation programs are designed to:

Attract and retain highly qualified employees	Reward executives for meeting the strategic goals and objectives	Reward strong individual performance	Align executives’ interests with those of our stockholders

Please read the Compensation Discussion and Analysis section for additional details about our executive compensation objectives, philosophy, and programs, along with the compensation paid to our Named Executive Officers with respect to the fiscal year ended December 31, 2020 and the rationale for such compensation.

The Board is asking stockholders to cast a non-binding, advisory vote “FOR” the compensation paid to our Named Executive Officers in 2020, as disclosed pursuant to the compensation disclosure rules of the Securities and Exchange Commission, including the Compensation Discussion and Analysis, compensation tables, and related narrative discussion included in this Proxy Statement.

We recommend that you vote “FOR” the following resolution at the Annual Meeting:

RESOLVED, that the compensation of the Company’s Named Executive Officers as disclosed in the Company’s Proxy Statement for the 2021 Annual Meeting of Stockholders pursuant to Item 402 of Regulation S-K, including the Compensation Discussion and Analysis, compensation tables, and narrative discussion, is hereby approved.

Although the say-on-pay vote we are asking you to cast is non-binding, the Board and the Compensation Committee, who are responsible for designing and administering our executive compensation programs, value the opinions of our stockholders on this Proposal 2 and will consider the outcome of the vote on Proposal 2 when making future compensation decisions for our Named Executive Officers. The Board has determined to provide stockholders with an annual opportunity to approve the compensation of the Named Executive Officers.

The Board recommends that stockholders vote FOR the compensation paid to our Named Executive Officers in 2020.

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Executive Officers

Our executive officers hold office until the first meeting of the Board following the Annual Meeting of Stockholders and until their successors are duly chosen and qualified, or until they resign or are removed from office in accordance with our By-Laws. The following information outlines our executive officers, their ages and positions as of April 19, 2021, followed by biographical information for each executive officer.

STANLEY C. ERCK	GREGORY M. GLENN, M.D.	JOHN J.TRIZZINO	JOHN A. HERRMANN III
Age 72	Age 67	Age 61	Age 55
President and Chief Executive Officer and Director	President, Research and Development	Executive Vice President, Chief Commercial Officer, Chief Business Officer and Interim Chief Financial Officer	Executive Vice President, Chief Legal Officer and Corporate Secretary

President and Chief Executive Officer and Director	Stanley C. Erck
	CAREER HIGHLIGHTS Novavax, Inc. ●President and Chief Executive Officer of Novavax, Inc. (April 2011 to present) ●Interim Chief Financial Officer (November 2017 to March 2018) ●Executive Chairman (February 2010 to April 2011) Iomai Corporation ●President and Chief Executive Officer (2000 to 2008, when it was acquired by Intercell AG) Mr. Erck previously held leadership positions at Procept, a publicly traded immunology company, Integrated Genetics, now Sanofi Genzyme, and Baxter International	EDUCATION ●M.B.A., University of Chicago ●Bachelor of Science in Economics, University of Illinois

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President, Research and Development	Gregory M. Glenn, M.D.
	CAREER HIGHLIGHTS Novavax, Inc. ●President, Research and Development (March 2016 to present) ●Senior Vice President, Research and Development (January 2014 to March 2016) ●Senior Vice President, Chief Medical Officer (January 2011 to January 2014) ●Senior Vice President and Chief Scientific Officer (June 2010 to January 2011) Iomai Corporation, which was acquired by Intercell AG in 2008 ●Chief Scientific and Founder	Johns Hopkins University’s School of Public Health ●Associate in International Health Walter Reed Army Institute of Research ●Clinical and Basic Research Scientist EDUCATION ●Graduate of the Medical Research Fellowship, Walter Reed Army Institute of Research ●M.D., Oral Roberts University School of Medicine ●Bachelor of Arts in Biology and Chemistry, Whitman College

Executive Vice President, Chief Commercial Officer, Chief Business Officer and Interim Chief Financial Officer	John J. Trizzino
	CAREER HIGHLIGHTS Novavax, Inc. ●Executive Vice President, Chief Commercial Officer and Chief Business Officer (November 2020 to present) and Interim Chief Financial Officer (as of April 2021) ●Senior Vice President, Chief Business Officer and Chief Financial Officer and Treasurer (March 2018 to November 2020) ●Senior Vice President, Commercial Operations (March 2014 to March 2018) ●Senior Vice President, Business Development (August 2010 to September 2011) ●Senior Vice President, International and Government Alliances (July 2009 to September 2011) ImmunoVaccine, Inc. ●Chief Executive Officer (September 2011 to September 2013)	Medimmune, LLC ●Vice President, Vaccine Franchise ID Biomedical ●Senior Vice President, Business Development Henry Schein, Inc. ●Vice President, Business Development in the Medical Group ●Vice President, General Manager, GIV Division CURRENT DIRECTORSHIPS ●The Maryland Tech Council EDUCATION ●M.B.A., New York University ●Bachelor of Science, Long Island University, CW Post

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Executive Vice President, Chief Legal Officer and Corporate Secretary	John A. Herrmann III
	CAREER HIGHLIGHTS Novavax, Inc. ●Executive Vice President, Chief Legal Officer and Corporate Secretary (June 2020 to present) ●Senior Vice President, General Counsel and Corporate Secretary (June 2014 to June 2020) ●Vice President, General Counsel and Corporate Secretary (March 2012 to June 2014) ●Executive Director, Legal Affairs and Corporate Secretary (April 2010 to March 2012) Ore Pharmaceuticals ●General Counsel	Gene Logic ●Deputy General Counsel (prior to Gene Logic becoming Ore Pharmaceuticals) Celera Genomics ●Senior Counsel Baxter Healthcare ●Senior Corporate Counsel, Renal Division EDUCATION ●J.D., University of Illinois ●Bachelor of Arts. in Political Science and History, Brown University

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Compensation Discussion and Analysis

CD&A CONTENTS

30	Compensation Discussion and Analysis
30	Overview
31	Executive Compensation Philosophy
32	Objectives of the Executive Compensation Program
32	Attract and Retain Highly Qualified Executives
32	Reward Executives for Meeting Strategic Goals and Objectives of the Company
33	Align Executives’ Interests with Those of Our Stockholders
33	Oversight and Operation of the Executive Compensation Program
33	Process for Setting Executive Compensation
34	Survey Data
34	Peer Data
34	Internal Equity
35	Independent Compensation Analysis
35	What the Compensation Program Is Designed to Reward

35	Company Performance
35	Individual Performance
36	2020 Performance and Outcomes
36	Elements of Compensation
37	Base Salary
37	Incentive Cash Bonus Program
38	Equity Awards
38	Stock Options
39	Restricted Stock Units
40	Clawback Policy
40	Perquisites and Other Personal Benefits
40	Employment Agreements and Severance Benefits
40	Tax and Accounting Implications
41	Prohibition on Hedging and Pledging Our Company Stock
41	Compensation Risk Assessment
41	Stockholder Outreach

OVERVIEW

The Compensation Discussion and Analysis (the “CD&A”) discusses the compensation of our five executive officers for 2020 (each a “Named Executive Officer” or an “NEO”):

STANLEY C. ERCK	GREGORY F. COVINO(1)	DR. GREGORY M. GLENN	JOHN J. TRIZZINO	JOHN A. HERRMANN III
President and Chief Executive Officer	Former Executive Vice President, Chief Financial Officer and Treasurer	President, Research and Development	Executive Vice President, Chief Commercial Officer, Chief Business Officer and Interim Chief Financial Officer	Executive Vice President, Chief Legal Officer and Corporate Secretary

⁽¹⁾ Effective April 12, 2021, Mr. Covino stepped down from his position as our Executive Vice President, Chief Financial Officer and Treasurer and will remain with the Company as an executive advisor. As of this same date, Mr. Trizzino was appointed interim Chief Financial Officer of the Company.

The CD&A reviews:

●the Company’s executive compensation philosophy

●the objectives and operation of the compensation program

●how compensation was set for 2020

●the various elements of compensation paid to the executive officers for services during 2020.

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EXECUTIVE COMPENSATION PROGRAM

Our executive compensation program is designed to attract, retain, and reward highly qualified executives in an extremely competitive recruitment and retention market to achieve the Company’s mission, vision, and goals. We maintain a compensation philosophy that rewards Company performance as it relates to key performance goals.

The Compensation Committee believes the components of our executive compensation program provide the tools needed to deliver performance-vesting compensation to retain and reward high-performing executives, align with general industry practices, and benefit our stockholders.

2020 Performance Highlights

2020 was an extraordinary year beset by profound challenges and uncertainty. We confronted challenges retaining remaining employees, including senior team members, following, in 2019, disappointing Phase 3 clinical trial results for ResVax for prevention of RSV disease in infants via maternal immunization and the sale of manufacturing assets and capabilities to Catalent Biologics’ Paragon Gene Therapy unit (including the transfer of leases to two Novavax product development and manufacturing facilities and over 100 Novavax employees). Following the emergence of the COVID-19 pandemic, the Board determined to focus Novavax on developing a COVID-19 vaccine and to seek to retain the team necessary to advance these efforts. Despite the impediments created by the COVID-19 pandemic and the company-specific challenges we faced entering 2020, we produced remarkable operational results in 2020, resulting in significant value creation for our stockholders. The Compensation Committee believes that the 2020 compensation of all our employees, including our Named Executive Officers, is appropriate not only due to the achievement of critical milestones under exceedingly difficult conditions, but also because it serves to continue to encourage their extraordinary efforts towards the achievement of our key priorities and anticipated milestones in 2021 and beyond. Over the past year, we leveraged our years of vaccine expertise to help global health authorities address, control and eradicate the SARS-CoV-2 virus. These efforts are reflected by the following highlights:

We responded to the COVID-19 pandemic at an unprecedented pace, engineering a recombinant protein subunit-based vaccine, NVX-CoV2373, within one month of the SARS-CoV-2 sequence being published in early 2020. We successfully secured over $2 billion of funding from partners including the Coalition for Epidemic Preparedness (CEPI), the Bill and Melinda Gates Foundation, and the U.S. government through both Operation Warp Speed and the Department of Defense. We advanced NVX-CoV2373 through various clinical trials including into three efficacy trials globally, as well as scaled our manufacturing capabilities. Over the course of 2020, our employee base grew at a rapid pace. We began 2020 with approximately 150 employees and ended the year with almost 700 employees globally. We acquired Novavax CZ (formerly, Praha Vaccines, a.s.) in the Czech Republic, including a 150,000-square foot state of the art vaccine and biologics manufacturing facility and other support buildings, along with the existing employees and all related and required infrastructure. Throughout 2020 and continuing into 2021, we built a global supply chain comprised of manufacturing sites and partners across over 10 countries. Through these efforts, our projected manufacturing capacity is over 2 billion annualized doses. We secured licensing agreements in 2020 and early 2021 with the Serum Institute of India (Serum), SK bioscience, and Takeda Pharmaceutical Company Limited (Takeda) for supply of NVX-CoV2373 in India, South Korea and Japan, respectively. We successfully demonstrated remarkable results in terms of NVX-CoV2373’s safety and efficacy. In our U.K. Phase 3 clinical trial initiated in September 2020, we demonstrated 96% efficacy against the original strain of COVID-19 and 86% efficacy against the B.1.1.7 variant strain. In volunteers 65 years of age and older, 10 cases of COVID-19 were observed, with 90% of those cases occurring in the placebo group. We gathered critical data from our Phase 2b clinical trial initiated in South Africa in August 2020, when the B.1.351 variant was widely circulating. In this trial, we demonstrated efficacy of 55% in the portion of the study population that was HIV-negative, as well as efficacy of 49% in the overall trial population. There were no severe cases of disease in the vaccine arms of our U.K. Phase 3 or South Africa Phase 2b trials. In late 2020, we initiated our PREVENT-19 pivotal Phase 3 trial in the U.S. and Mexico, and in early 2021, we completed enrollment in a diverse study population of 30,000 participants underscoring our commitment to serving diverse populations.

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2020 Pay Decisions

In early 2020, Novavax faced substantial challenges. When the COVID-19 pandemic hit, we decided to pivot to developing a COVID-19 vaccine, despite our very limited resources and the high level of risk inherent in the undertaking.

During 2020, we maintained an executive compensation program designed to provide incentives that were necessary to retain key employees to avoid disruption to the Company’s important work around COVID-19, as described above. In April 2020, in acknowledgment of the extraordinary work of our employees to implement a new vaccine program against SARS-CoV-2, our Compensation Committee approved a grant of performance-vesting equity awards to our employees, including a grant of stock options to our Named Executive Officers. Our Compensation Committee will continue to monitor our executive compensation program and consider further changes as our business continues to evolve in the future, including a focus on including financial metrics in our annual incentive plan as we expand our commercial operations.

We conducted our most recent advisory vote on executive compensation at our 2020 Annual Meeting of Stockholders. Our Board and our Compensation Committee value the opinions of our stockholders. Close attention was given to the outcome of this vote even though it is non-binding. Approximately 88% of the votes cast on the advisory vote on executive compensation were in favor of our Named Executive Officer compensation as disclosed in our 2020 proxy statement.

We continued our stockholder outreach in late 2020 to discuss topics related to our business, corporate governance, and executive compensation. Stockholder feedback is important, and the information we glean from these engagements is highly valued. Certain of our stockholders had previously expressed a preference for performance-vesting long-term compensation (as compared to time-vesting). Accordingly, as further discussed below in this CD&A, consistent with 2019, in April 2020 the Compensation Committee awarded performance-vesting awards to our executive officers.

OBJECTIVES OF THE EXECUTIVE COMPENSATION PROGRAM

The Compensation Committee believes the compensation for our executive officers should be designed to attract, motivate, incentivize and retain highly qualified executive officers responsible for the success of Novavax and should be determined within a framework that rewards performance and aligns the interests of the executive officers with the interests of the Company’s stockholders.

Within this overall philosophy, the Compensation Committee’s objectives are to:

Attract and retain highly qualified executives	Reward executives for meeting strategic goals and objectives	Reward strong individual performance	Align executives’ interests with those of our stockholders

Attract and Retain Highly Qualified Executives

Our executive compensation program is designed to attract, motivate, and retain, from a limited pool of resources, individuals who are highly experienced with proven records of success, and to provide total compensation that is competitive with Company peers within the biotechnology and pharmaceutical industries.

Reward Executives for Meeting Strategic Goals and Objectives of the Company

The Compensation Committee believes a significant portion of an executive officer’s total compensation should reflect overall Company performance. The executive compensation program rewards the Company’s executive officers for achieving specified corporate performance goals, as well as goals that fall within their individual functional areas. Incentives are based on meeting criteria in each of these categories and reflect the executive officer’s overall contribution to the Company. As described above, because of the unprecedented and dedicated activity of the Company’s employees related solely to the development of NVX-CoV2373, the Company’s vaccine candidate against

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SARS-CoV2, on a global scale, the strategic goals for purposes of our executive compensation plans centered around this main Company objective.

Align Executives’ Interests with Those of Our Stockholders

The Compensation Committee believes that Novavax’s long-term success depends upon aligning executives’ and stockholders’ interests. To support this objective, Novavax provides executive officers with the opportunity to receive equity grants in various forms. The Compensation Committee granted equity awards to our Named Executive Officers in April 2020 in the form of performance-vesting stock options and in December 2020 in the form of time-vesting stock options and RSUs. We consider grants of stock options to align the interests of our executives with our stockholders’ interest because value is created in such grants when the value of Common Stock appreciates after the grant. We also view RSUs granted to our executive officers as important incentives, designed to encourage retention and stock ownership.

In April 2020, our NEOs (other than Mr. Covino, who was not then employed by the Company) received performance-vesting stock options that became eligible to vest upon the initiation of a Phase 2 clinical trial of the Company’s vaccine candidate against SARS-CoV-2 and will vest 50% on August 24, 2021 and 50% on August 24, 2022, the first and second anniversaries of such initiation, subject to the executive officer’s continued service through the vesting date.

In December 2020, our NEOs (other than Mr. Covino, who was not eligible for an annual grant and who received equity awards in connection with his appointment) received the following equity awards:

(i) time-vesting RSU grants that will vest in equal annual installments on the first, second, and third anniversary of the grant date, subject to continued service through the vesting date;

(ii) time-vesting stock options that vest as to 25% on the first anniversary of the grant date, and as to the remaining 75% in equal monthly installments over the following three years, subject to continued service through the vesting date, as further discussed in the section entitled “Elements of Compensation—Equity Awards” below.

For a discussion of all equity grants made to our NEOs during 2020, see “Equity Awards” below.

OVERSIGHT AND OPERATION OF THE EXECUTIVE COMPENSATION PROGRAM

The Compensation Committee is appointed by the Board to assist in the development, review and approval of the compensation of the Company’s directors, officers, and employees, as well as the development and administration of the Company’s compensation plans. For details on the Compensation Committee’s oversight of the executive compensation program, see the section titled “Information Regarding the Board and Corporate Governance Matters—Compensation Committee” beginning on page 12 of this Proxy Statement.

The Chief Executive Officer (the ”CEO”) evaluates and provides to the Compensation Committee performance assessments and compensation recommendations for each executive officer other than himself. The Chairman of the Board evaluates the CEO’s performance and makes compensation recommendations for the CEO to the Compensation Committee. The Compensation Committee considers the CEO’s and the Chairman’s recommendations, information provided by the Human Resources team, and advice provided by its compensation consultant in its deliberations regarding executive compensation and recommends to the Board the compensation of the executive officers based on such deliberations. The Board determines executive compensation based on the recommendation of the Compensation Committee. In 2020, the CEO and the Executive Vice President, Chief Human Resources Officer generally attended Compensation Committee meetings, but were not present for executive sessions or any discussion of their own compensation.

PROCESS FOR SETTING EXECUTIVE COMPENSATION

Generally, compensation packages for each executive officer are analyzed and discussed separately at the first Compensation Committee meeting each year. Prior to that meeting, an independent compensation consultant performs a comprehensive competitive analysis on the compensation package for each executive officer. In September 2016, the Compensation Committee retained Radford, a part of the Total Rewards practice at Aon plc (“Radford”), to conduct annual analyses of each executive’s compensation and provide ongoing compensation support. In the fourth quarter

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of 2020, Radford completed a thorough competitive analysis for 2021 executive compensation, and this analysis was used by the Compensation Committee to inform decisions made regarding the type and amount of equity granted to executive officers in December 2020.

Survey Data

When determining overall compensation for 2020, the Compensation Committee reviewed analysis based on a combination of compensation survey data and peer group data provided by Radford, with survey data provided through the Radford Global Life Sciences Survey (the “Survey”). The Survey provides total compensation and practices data for more than 900 life sciences companies and more than 600,000 individuals. Global market data is available for 50 countries and positions at the executive, management, professional, sales, and support levels, as well as overall compensation practices. Target industries include biotechnology, pharmaceutical, diagnostic and clinical research organizations. In 2018, Radford used a customized selection of Survey data comprised of public biopharmaceutical companies with 100-1,000 employees and a market capitalization of $200M-$1.5 billion to better align the Survey data with Novavax’s compensation programs.

Radford benchmarks each executive officer’s current compensation against the 50th percentile of the Survey and available peer group data. The Compensation Committee believes this is a common reference point among biotechnology companies similar in size to Novavax. The Company remains competitive by targeting the 50th percentile of the Survey data.

Peer Data

The Compensation Committee also considered peer group data in making its executive compensation decisions in 2020. In doing so, the Compensation Committee used comparative compensation information from a relevant peer group of companies (the “Peer Group”). The Compensation Committee selected the companies in the Peer Group with the assistance of Radford based on factors including, but not limited to, the following:

The Peer Group utilized in 2020 consists of the following 17 companies, all with a market cap up to approximately 3x of Novavax’s market capitalization as of September 17, 2020:

●Acceleron Pharma	●Emergent BioSolutions	●Moderna
●Alnylam Pharmaceuticals	●Exelixis	●Nektar Therapeutics
●BioMarin Pharmaceutical	●FibroGen	●Neurocrine Biosciences
●bluebird bio	●Immunomedics	●Sarepta Therapeutics
●ChemoCentryx	●Inovio Pharmaceuticals	●United Therapeutics
●Dynavax Technologies	●Ionis Pharmaceuticals

Internal Equity

The Compensation Committee considers internal equity when determining executive compensation to ensure the Company is fair in its compensation practices across roles similar in scope and level of responsibility.

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Independent Compensation Analysis

As required by rules adopted by the SEC under the Dodd-Frank Wall Street Reform and Consumer Protection Act of 2010, the Compensation Committee engaged Radford after assessing Radford’s independence. Based upon this assessment, it was determined the engagement of Radford did not raise any conflicts of interest or similar concerns. The Compensation Committee assesses Radford’s independence and potential conflicts of interest on a regular basis, no less than annually.

Radford was authorized by the Compensation Committee to work with certain executive officers of the Company, as well as other employees in the Company’s Human Resources, Legal, and Finance departments in connection with Radford’s work on behalf of the Compensation Committee.

WHAT THE COMPENSATION PROGRAM IS DESIGNED TO REWARD

Company Performance

The executive compensation program is designed to reward both individual and Company performance. Because of the key roles the executive officers play in the success of the Company, a significant portion of the achievement of corporate goals is reflective of the executive officers’ individual performance. Accordingly, a significant portion of an executive officer’s total compensation package is based on the Company’s performance and the achievement of certain corporate goals. During 2020, in recognition of the unprecedented and dedicated activity of the Company’s employees related solely to the development of NVX-CoV2373, the Company’s vaccine candidate against SARS-CoV2, on a global scale, the Board determined that traditional corporate objectives would not be set and instead set a single corporate objective to develop NVX-CoV2373 (“2020 Objective”). This 2020 Objective is described below under “2020 Performance and Outcomes.”

Individual Performance

Typically, the CEO recommends individual performance goals and objectives for executive officers other than himself at the beginning of the year, and, in the first quarter of the following year, reviews each executive officer’s achievement of specific performance goals and objectives. Because of his key role in the overall success of the Company, the CEO’s performance goals and objectives typically are the same as the Company’s performance goals. As described above, for 2020, all our NEOs’ incentive compensation was based entirely on achievement of the 2020 Objective and the discretion of the Compensation Committee.

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2020 PERFORMANCE AND OUTCOMES

During the first quarter of 2021, the Compensation Committee reviewed the Company’s performance related to the 2020 Objective. The following table summarizes its conclusions regarding this objective:

2020 Objective	Weight		Achievement	Percent	Explanation
Development of NVX- CoV2373	100%		Exceeded objective	150%	Over $2B in funding secured      Acquired Novavax CZ    Established global supply chain of 2B potential doses of NVX-CoV2373 at full production capacity Over 50,000 participants enrolled in COVID-19 clinical trials    Onboarded approximately 525 employees globally, representing a 311% growth rate    Successful UK Phase 3 NVX-CoV2373 results that met primary endpoint and key secondary endpoints     Successful South African Phase 2b NVX-CoV2373 results that met primary endpoint
Total	100%			150%

ELEMENTS OF COMPENSATION

The Compensation Committee believes the most effective executive compensation program is one that:

● provides a competitive base salary

● rewards the achievement of established annual and long-term goals and objectives

● provides an incentive for retention

For this reason, the executive compensation program is comprised of three primary elements:

The Compensation Committee believes these three elements are the most effective combination to motivate and retain executive officers.

The Compensation Committee has not adopted any formal guidelines for allocating total compensation between equity compensation and cash compensation, but generally seeks to provide an overall executive compensation package designed to attract, motivate, and retain highly qualified executive officers, to reward them for performance over time, and to align the interests of the executive officers with the interests of our stockholders.

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Base Salary

The Compensation Committee’s philosophy is to maintain base salaries at a competitive level sufficient to recruit and retain individuals possessing the skills and capabilities necessary to achieve the Company’s goals over the long term.

The base salaries for the NEOs as of December 31, 2020 were:

Executive	Base Salary ($)	Percentage Increase in Base Salary from December 31, 2019
Stanley C. Erck	662,000	3.0%
Gregory F. Covino(1)	440,000	—
Gregory M. Glenn, M.D.	487,000	3.0%
John J. Trizzino(2)	430,000	9.3%	(2)
John A. Herrmann III(3)	415,000	8.8%	(3)

(1) Mr. Covino was hired as the Company’s Executive Vice President, Chief Financial Officer and Treasurer in November 2020. His base salary was determined after reviewing the Survey.

(2) In June 2020, the Board approved Mr. Trizzino’s promotion to Executive Vice President, Chief Business Officer and Chief Financial Officer. Mr. Trizzino’s additional responsibilities in his new role, along with the growth of the Company and the related increase in the complexity of the chief financial officer and chief business officer position, his individual performance, and a review of the Survey data, were factors used by the Compensation Committee in its decision to increase his base salary on July 1, 2020. On November 7, 2020, upon Mr. Covino’s acceptance of his offer letter and employment agreement, the Company determined that Executive Vice President John J. Trizzino would transition from his role of Chief Financial Officer and take on the newly created role of Chief Commercial Officer, in addition to continuing his role as Chief Business Officer, effective November 16, 2020.

(3) In June 2020, the Board approved Mr. Herrmann’s promotion to Executive Vice President, Chief Legal Officer and Corporate Secretary. Mr. Herrmann’s additional responsibilities for his new role, including overseeing the Company’s global program management and business development departments beginning in June 2020, along with the growth of the Company and the complexity of his new position, his individual performance, and a review of the Survey data, were factors used by the Compensation Committee in its decision to increase his base salary on July 1, 2020.

Incentive Cash Bonus Program

The incentive cash bonus program is designed to motivate and reward executive officers for the achievement of specific corporate and, for our executive officers other than our CEO, individual objectives. As described below, for purposes of 2020 bonuses, individual objectives were not taken into account. The purpose of the incentive cash bonus program is to align company, departmental, and individual goals throughout the Company and to provide an incentive that further ties compensation to individual contribution and teamwork.

As described above, for 2020, in recognition of the unprecedented and dedicated activity of the Company’s employees related solely to the development of NVX-CoV2373, the Company’s vaccine candidate against SARS-CoV2, on a global scale, the Board determined that traditional corporate objectives would not be set and instead set a single corporate objective, the 2020 Objective, to develop this vaccine, as described above. In reviewing the Company’s achievement against the 2020 Objective during the first quarter of 2021, the Compensation Committee determined that the 2020 Objective was achieved at a level of 150% of target, based on the achievements described above under “2020 Performance and Outcomes”.

A target bonus for each named executive officer is set at a percentage of the executive officer’s base salary, with such percentages being based on market data, although the ultimate amount of any bonus payout is at the discretion of the Compensation Committee. The Compensation Committee believes the higher the individual’s position within Novavax, the more closely his or her bonus award should be tied to the Company’s success.

The 2020 NEO bonus targets, which remained unchanged from 2019, and actual incentive cash bonus awards received, based on the achievement of the 2020 Objective, as described above, were as follows:

Executive	Bonus Target as Percentage of Base Salary	Incentive Cash Bonus Award Received ($)
Stanley C. Erck	60.0%	591,463
Gregory F. Covino(1)	40.0%	33,000
Gregory M. Glenn, M.D.	50.0%	362,582
John J. Trizzino	40.0%	249,535
John A. Herrmann III	40.0%	241,705

(1) Mr. Covino was hired as the Company’s Executive Vice President, Chief Financial Officer and Treasurer in November 2020. For 2020, Mr. Covino’s annual bonus was pro-rated for the portion of the year he was employed by the Company.

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Equity Awards

Equity awards are a fundamental incentive element in the Company’s executive compensation program because they emphasize long-term performance, as measured by creation of stockholder value, and foster a commonality of interest between stockholders and key executives. In addition, they are crucial to a competitive compensation program for executive officers because they act as a powerful retention tool. Most importantly, given the significant and high potential outcome the Company faces around its development of NVX-CoV2373, its vaccine candidate for the SARS-CoV-2 virus responsible for the COVID-19 pandemic, as well as the ongoing efforts to attain licensure for its NanoFlu vaccine, the Compensation Committee believes that equity awards create appropriate incentives for rewarding our executives for increases in stock performance as a result of our efforts towards improved global health and align the executives’ interests with those of our stockholders.

In the case of stock options, the executive officers are further motivated by the potential appreciation in stock price above the exercise price of the stock options. To encourage continued employment, equity grants to executive officers, other than retention- and performance-vesting grants, typically require the executive to remain an employee of the Company for three or four years before the award is fully vested. In addition, the Compensation Committee may grant equity awards that vest as the Company achieves certain performance milestones. The Compensation Committee believes it is important to tie the long-term benefit potentially realizable by the executive to a long-term commitment with Novavax.

Annual equity grants are awarded to executive officers at the discretion of the Board upon a recommendation by the Compensation Committee or at the discretion of the Compensation Committee pursuant to the authority delegated by the Board. In making its recommendations or determinations, the Compensation Committee considers Company performance, competitive data, and the individual’s scope of responsibility and continuing performance. With guidance from Radford based on its analysis of competitive data, annual equity awards were awarded to all eligible employees including the NEOs, in December 2020.

The following table contains information about the grant, vesting, and forfeiture of outstanding performance-vesting awards as of December 31, 2020:

	Number of Shares
Non-vested at December 31, 2016	55,000
Granted	―
Vested	―
Forfeited	(6,250	)
Non-vested at December 31, 2017	48,750
Granted	―
Vested	―
Forfeited	―
Non-vested at December 31, 2018	48,750
Granted	38,758
Vested	―
Forfeited	(31,009	)
Non-vested at December 31, 2019	56,499
Granted	830,000
Vested	(40,243	)
Forfeited	(16,256	)
Non-vested at December 31, 2020	830,000

Stock Options

In April 2020, in acknowledgment of the extraordinary work of our employees to implement a new vaccine program against SARS-CoV-2, our Compensation Committee approved a grant of performance-vesting stock options to our employees, including to our NEOs (other than Mr. Covino, who was not then employed by the Company). The stock options vest subject to the satisfaction of a performance-based vesting requirement, followed by time-based vesting. The performance metric required the Company to initiate a COVID-19 Phase 2 clinical trial within twelve (12) months of the grant date, which occurred when the Company initiated its Phase 2 clinical trial of NVX-CoV2373 in the U.S.

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on August 24, 2020. As a result of the attainment of the performance objective, fifty percent (50%) of the shares underlying the stock option will vest on August 24, 2021, the first anniversary of the initiation date, and the remaining fifty percent (50%) of the shares underlying the stock option will vest on August 24, 2022, the second anniversary of the initiation date, in each case subject to continued service with the Company through such vesting date. The following table contains the performance-vesting stock options granted to each NEO:

Executive	Performance-Vesting Stock Options
Stanley C. Erck	400,000
Gregory F. Covino(1)	―
Gregory M. Glenn, M.D.	165,000
John J. Trizzino	140,000
John A. Herrmann III	125,000

(1) Mr. Covino was hired as the Company’s Executive Vice President, Chief Financial Officer and Treasurer in November 2020.

In November 2020, the Board granted 8,200 time-vesting stock options to Mr. Covino pursuant to his appointment as the Company’s Executive Vice President, Chief Financial Officer, and Treasurer. The stock options will vest as to 25% of the shares underlying the option on the first anniversary of the grant date and as to the remaining 75% in equal monthly installments over a three-year period subject to continued service with the Company through such vesting date.

In December 2020, the Compensation Committee awarded to each Named Executive Officer, other than Mr. Covino, an option to purchase Common Stock. The stock options vest as to 25% of the shares underlying the option on the first anniversary of the grant date and as to the remaining 75% in equal monthly installments over a three-year period, subject to continued service with the Company through the applicable vesting date. The following table contains the time-vesting stock options granted to each NEO:

Executive	Time-Vesting Stock Options
Stanley C. Erck	41,700
Gregory F. Covino(1)	―
Gregory M. Glenn, M.D.	18,700
John J. Trizzino	9,500
John A. Herrmann III	12,700

(1) Mr. Covino was hired as the Company’s Executive Vice President, Chief Financial Officer and Treasurer in November 2020, and was therefore not eligible for an annual equity grant.

Restricted Stock Units

In June 2020, the Compensation Committee awarded Mr. Trizzino 2,500 time-vesting RSUs in connection with his promotion to Executive Vice President, Chief Business Officer and Chief Financial Officer and his assumption of additional responsibilities for his new role; and awarded Mr. Herrmann 2,500 time-vesting RSUs in connection with his promotion to Executive Vice President, Chief Legal Officer and Corporate Secretary and his assumption of additional responsibilities for his new role. The RSUs vest in three equal annual installments on the first three anniversaries of the date of grant, in each case subject to continued service with the Company through the applicable vesting date.

In November 2020, the Board awarded Mr. Covino 7,300 time-vesting RSUs in connection with his appointment as the Company’s Executive Vice President, Chief Financial Officer, and Treasurer. The RSUs vest in three equal annual installments on the first three anniversaries of the date of grant, in each case subject to continued service with the Company through the applicable vesting date.

In December 2020, the Compensation Committee recommended to the Board to include the executive officers in our annual grant process in order to further promote the retention of key leadership talent to support the Company’s 2020 Objective. In December 2020, the Board awarded the executive officers time-vesting RSUs that vest in three equal

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annual installments on the first three anniversaries of the date of grant, subject to continued service with the Company through the applicable vesting date. The following table contains the RSUs granted to each NEO:

Executive	Time-Vesting RSUs
Stanley C. Erck	20,900
Gregory F. Covino (1)	―
Gregory M. Glenn, M.D.	9,300
John J. Trizzino	4,800
John A. Herrmann III	6,300

(1) Mr. Covino was hired as the Company’s Executive Vice President, Chief Financial Officer and Treasurer in November 2020, and was therefore not eligible for an annual equity grant.

Clawback Policy

On April 26, 2017, the Board adopted a policy providing that, if the Company is required to prepare an accounting restatement due to material non-compliance with financial reporting requirements under applicable securities laws, with respect to any cash bonus or other cash compensation paid or awarded, or equity-based bonus or other equity-based incentive compensation that was exercised, vested or settled, within six months preceding such restatement, and that was granted or earned or became vested based wholly or in part upon the attainment of any financial reporting measure, if the recipient of such cash or equity-based bonus or other cash or equity-based incentive compensation engaged in fraud, intentional misconduct, or gross negligence that caused or partially caused the need for the restatement, the Board generally may seek reimbursement of any amount paid under an award in excess of what would have been paid had such material noncompliance not occurred.

PERQUISITES AND OTHER PERSONAL BENEFITS

The Company does not have any executive perquisite programs. From time to time, on a limited or exception basis, it may decide to provide other benefits that are related to a business purpose or are customary among peer public companies that may otherwise be considered perquisites. All of the NEOs are eligible to participate in the Company’s benefit plans offered to all employees, including health, dental and vision insurance, a prescription drug plan, flexible spending accounts, short- and long-term disability, life insurance, and a 401(k) plan. The NEOs are also eligible to participate in the Company’s Amended and Restated 2013 Employee Stock Purchase Plan (the “ESPP”).

EMPLOYMENT AGREEMENTS AND SEVERANCE BENEFITS

As of December 31, 2020, the Company had employment agreements in place with all of the NEOs. The employment agreements provide for certain payments if the NEO is terminated by the Company without cause or leaves for good reason. The terms of these agreements are described in greater detail in the section titled “Overview of Employment and Change in Control Agreements.” All of the NEOs are “at will” employees.

The Company has established a Change in Control Severance Benefit Plan, which provides for severance payments to participating employees if the participant’s employment is terminated in connection with a change in control. This plan is described in greater detail in the section titled “Overview of Employment and Change in Control Agreements.” The Compensation Committee believes it is important to provide such employees with an incentive to remain with the Company amid the uncertainty that often accompanies efforts to consummate a corporate sale or similar transaction that may enhance stockholder value. All of the NEOs participate in the Change in Control Severance Benefit Plan.

TAX AND ACCOUNTING IMPLICATIONS

Section 162(m) limits to $1 million the amount a company may deduct for compensation paid to certain current and former executive officers, subject to certain limited exceptions. The Compensation Committee believes its primary responsibility is to provide a compensation program that attracts, retains and rewards the executives necessary for our success. Accordingly, the Compensation Committee has authorized, and will continue to authorize, compensation arrangements that are not deductible in whole or in part. The Compensation Committee may consider the accounting implications of significant equity-related compensation decisions.

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PROHIBITION ON HEDGING AND PLEDGING OUR COMMON STOCK

Our insider trading policy prohibits all directors, officers and other employees from engaging in hedging of Common Stock or similar transactions that transfer to another, in whole or in part, any of the economic consequences of ownership of Common Stock, such as put and call options and short and long sales, convertible debentures or preferred stock and debt securities (debentures, bonds and notes). Further, our insider trading policy provides that no director, executive officer or vice president may engage in any transaction involving pledging of Common Stock.

COMPENSATION RISK ASSESSMENT

The Compensation Committee regularly reviews the Company’s compensation and benefits programs, policies and practices, including its executive compensation program and its incentive-based compensation programs for its executive officers, to determine whether such programs, policies and practices create risks that are reasonably likely to have a material adverse effect on the Company. Our compensation and governance-related policies are enhanced by our clawback policy, described in the section titled “Elements of Compensation — Clawback Policy” on page 40 of this Proxy Statement, as well as a policy prohibiting hedging and pledging of our securities by our directors and officers, including our NEOs. Based on its assessment, the Compensation Committee does not believe that our compensation programs, policies and practices, in conjunction with our existing processes and controls, create risks that are reasonably likely to have a material adverse effect on our business and operations.

STOCKHOLDER OUTREACH

Active stockholder outreach and interaction is paramount to Novavax’s investor relations strategy. Consistent with that, Novavax attended nine investor conferences in 2020, the majority of which included presentations and opportunities to meet with institutional investors in virtual one-on-one settings. Novavax further conducted one non-deal roadshow in the U.S.. Novavax holds an annual stockholder day in the second quarter. In total, Novavax conducted over 200 individual calls or meetings with buy-side investors and had over 20 interactions with sell-side analysts in 2020. The Company believes these interactions are central to communicating Novavax’s investment opportunity, corporate strategy, milestones and goals, and to obtaining feedback directly from the investment community.	STOCKHOLDER OUTREACH FORUMS
	●    Nine investor conferences, with presentations and one-on-one meetings with institutional investors  ●    One non-deal roadshow in the U.S. ●    Eight events hosted by sell-side analysts, including panels, forums, and group calls  ●    Our Annual Stockholder Day
	IN TOTAL, IN 2020, WE CONDUCTED:
	●    Over 200 individual calls and/or meetings with buy-side investors  ●    Over 20 interactions with sell-side analysts

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Compensation Committee Report

The Compensation Committee of the Company has reviewed and discussed the Compensation Discussion and Analysis required by Item 402(b) of Regulation S-K with management and based on such review and discussions, the Compensation Committee recommended to the Board of Directors that the Compensation Discussion and Analysis be included in this Proxy Statement.

COMPENSATION COMMITTEE

David M. Mott, Chair

Richard H. Douglas, Ph.D.

Rachel K. King

Margaret G. McGlynn, R. Ph.

Michael A. McManus, Jr., J.D.

This Compensation Committee Report shall not be deemed incorporated by reference by any general statement incorporating by reference this Proxy Statement into any filing under the Securities Act of 1933 or under the Securities Exchange Act of 1934 except to the extent that Novavax specifically incorporates this information by reference and shall not otherwise be deemed filed under the Securities Act of 1933 and the Securities Exchange Act of 1934 and shall not be deemed soliciting material.

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Executive Compensation Tables

SUMMARY COMPENSATION TABLE

The following table sets forth information concerning the compensation of our NEOs for the fiscal years ended December 31, 2020, 2019, and 2018.

Name and Principal Position	Year	Salary(1) ($)	Stock Awards(2) ($)	Option Awards(3) ($)	Non-Equity Incentive Plan Compensation(4) ($)	All Other Compensation(5) ($)	Total ($)
Stanley C. Erck President and CEO	2020	657,181	2,710,730	44,115,244	591,463	11,400	48,086,018
	2019	642,720	431,631	986,660	366,351	11,200	2,438,562
	2018	638,040	―	3,509,358	―	11,000	4,158,398
Gregory F. Covino(6) Former EVP, Chief Financial Officer and Treasurer	2020	55,000	661,745	659,967	33,000	8,032	1,417,774
	2019	―	―	―	―	―	―
	2018	―	―	―	―	―	―
Gregory M. Glenn, M.D. President, Research and Development	2020	483,443	1,206,210	22,859,741	362,582	11,400	24,923,376
	2019	470,453	348,306	819,421	225,818	11,200	1,875,198
	2018	460,125	―	1,131,189	79,142	11,000	1,681,456
John J. Trizzino EVP, Chief Commercial Officer, Chief Business Officer and Interim Chief Financial Officer	2020	415,892	831,410	19,819,717	249,535	11,400	21,327,954
	2019	390,701	330,831	584,103	150,421	9,546	1,465,602
	2018	378,078	―	890,700	53,498	7,500	1,329,776
John A. Herrmann III EVP, Chief Legal Officer and Corporate Secretary	2020	402,842	1,025,960	18,924,907	241,705	11,400	20,606,814
	2019	378,591	329,470	488,397	145,758	11,200	1,353,416
	2018	362,695	―	712,560	51,321	11,000	1,137,576

(1) Includes amounts earned, but deferred at the election of the NEO, such as salary deferrals under the Company’s 401(k) plan.

(2) The amount reported in this column represents the grant date fair value of time-vesting RSUs granted to our NEOs in 2019 and 2020 and performance-vesting RSUs granted to our NEOs in 2019. The grant date fair value was calculated in accordance with FASB ASC Topic 718. Assumptions used in the calculation of this amount are included in Note 13 to the Company’s Annual Report on Form 10-K for the year ended December 31, 2020 filed with the SEC on March 1, 2021. The grant date fair values of the performance-vesting RSUs granted in 2019 as reported in the table above are based on the probable outcome of the performance conditions associated with the RSUs on the grant date, which is the same value as if all applicable performance milestones associated with the RSUs were achieved at maximum levels.

(3) The amount reported in this column represents the grant date fair value of time-vesting stock options and SARs granted to our NEOs in 2018 and 2019 and time-vesting and performance-vesting stock options granted to our NEOs in 2020. The grant date fair value was calculated in accordance with FASB ASC Topic 718 assuming all contingent awards were granted on a non-contingent basis. Assumptions used in the calculation of this amount are included in Note 13 to the Company’s Annual Report on Form 10-K for the year ended December 31, 2020 filed with the SEC on March 1, 2021. The grant date fair values of the performance-based stock options granted in 2020 as reported in the table above are based on the probable outcome of the performance condition associated with the stock options on the measurement date under FASB ASC Topic 718, which assumes the performance condition is satisfied in full. The amount included for awards granted in 2020 also includes the incremental fair value, determined under ASC Topic 718, associated with the contingency with respect to the contingent-based awards granted in 2019 having been satisfied.

(4) Represents annual performance bonuses awarded in 2020, 2019, and 2018 under the Company’s incentive cash bonus program. For a description of the incentive cash bonus program, see page 37 in the CD&A.

(5) For 2020, All Other Compensation consisted of (i) employer matching contributions to the Company’s 401(k) plan for Messrs. Erck, Covino, Trizzino, and Herrmann, and Dr. Glenn; and (ii) for Mr. Covino this amount includes a commuting allowance of $3,500 per month, grossed up to $8,032 in total, to cover Mr. Covino’s tax liability for such commuting allowance.

(6) Mr. Covino was appointed as Executive Vice President, Chief Financial Officer and Treasurer effective November 16, 2020. Effective April 12, 2021, Mr. Covino stepped down from his position as our Executive Vice President, Chief Financial Officer and Treasurer and will remain with the company as an executive adviser.

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GRANTS OF PLAN-BASED AWARDS TABLE

The following table sets forth information with respect to option awards and other plan-based awards granted to our NEOs during the fiscal year ended December 31, 2020:

	Estimated Future Payouts Under Non-Equity Incentive Plan Awards(1)					Estimated Future Payouts Under Equity Incentive Plan Awards		All Other Stock Awards: Number of Shares of Stock or		All Other Option Awards: Number of Securities Underlying		Exercise or Base Price of Option	Grant Date Fair Value of Stock and Option
Name	Target ($)		Maximum ($)		Grant Date	Target (#)		Units (#)		Options (#)		Awards(2) ($/Sh)	Awards(3) ($)
Stanley C. Erck		393,827		591,463
					12/14/2020		—		—		41,700(4)	129.70	4,808,977
					12/14/2020		—		20,900(5)		—	—	2,710,730
					4/17/2020		400,000(6)		—		—	19.08	31,664,800
					9/26/2019		—		—		100,000(4)	5.95	7,641,467
Gregory F. Covino		22,000		33,000
					11/16/2020		—		7,300(5)		—	—	661,745
					11/16/2020		—		—		8,200(4)	90.65	659,967
Gregory M. Glenn, M.D.		241,425		362,582
					12/14/2020		—		—		18,700(4)	129.70	2,156,544
					12/14/2020		—		9,300(5)		—	—	1,206,210
					4/17/2020		165,000(6)		—		—	19.08	13,061,730
					9/26/2019		—		—		100,000(4)	5.95	7,641,467
John J. Trizzino		165,750		249,535
					12/14/2020		—		—		9,500(4)	129.70	1,095,570
					12/14/2020		—		4,800(5)		—	—	622,560
					6/25/2020		—		2,500(5)		—	—	208,850
					4/17/2020		140,000(6)		—		—	19.08	11,082,680
					9/26/2019		—		—		100,000(4)	5.95	7,641,467
John A. Herrmann III		160,576		241,705
					12/14/2020		—		—		12,700(4)	129.70	1,464,605
					12/14/2020		—		6,300(5)		—	—	817,110
					6/25/2020		—		2,500(5)		—	—	208,850
					4/17/2020		125,000(6)		—		—	19.08	9,895,250
					9/26/2019		—		—		99,000(4)	5.95	7,565,052

(1) The target cash bonus amount for fiscal 2020 was based on achievement of 100% of the 2020 Objectives and the individual’s earned base salary for 2020 and represented 60% of Mr. Erck’s base salary, 40% of Mr. Covino’s base salary, pro-rated for the portion of the year Mr. Covino was employed by the Company, 50% of Dr. Glenn’s base salary, 40% of Mr. Trizzino’s base salary, and 40% of Mr. Herrmann’s base salary. The maximum cash bonus amount for fiscal 2020 was capped at achievement of 150% of the 2020 Objective.

(2) Stock options granted have an exercise price or base value, as applicable, equal to the closing price of a share of Common Stock as reported on Nasdaq on the date of grant (or, if no closing price is reported on that date, the closing price on the immediately preceding date on which a closing price was reported).

(3) The grant date fair value was calculated in accordance with FASB ASC Topic 718, assuming all contingent awards were granted on a non-contingent basis. Assumptions used in the calculation of this amount are included in Note 13 to the Company’s Annual Report on Form 10-K for the year ended December 31, 2020 filed with the SEC on March 1, 2021.

(4) Represents time-vesting stock options granted to our NEOs under the 2015 Stock Plan. All stock option awards in this column are options to purchase shares of Common Stock, have a ten-year term and are subject to service-based vesting, as described below. The grant date fair value also includes the incremental fair value, determined under ASC Topic 718, associated with the contingency with respect to the contingent-based stock options granted in 2019 having been satisfied.

(5) Represents time-vesting RSUs granted to our NEOs under the 2015 Stock Plan. All time-vesting RSUs are subject to service-based vesting, as described below.

(6) Represents performance-vesting options granted to our NEOs under the 2015 Stock Plan. The performance criteria applicable to performance-vesting options are described below.

44 | ir.novavax.com 

Executive Officers and Compensation

Narrative Disclosure to Summary Compensation Table and Grants of Plan-Based Awards Table

During 2020, each of the NEOs was party to an employment agreement that provides for a base salary and other benefits. The NEOs were eligible to participate in the 2015 Stock Plan and the ESPP, and our benefit plans and programs during 2020. Each of the NEO’s annual cash bonus opportunity was established and determined pursuant to the 2020 Objective, as more fully described in the CD&A above. As described above, in 2020, each NEO was granted stock options and RSUs that are eligible to vest based on continued service, and each NEO other than Mr. Covino was granted a stock option that became eligible to vest based on the achievement of a specified performance criterion, the Company’s initiation of a COVID-19 Phase 2 clinical trial within twelve (12) months of the grant date, which occurred when the Company initiated its Phase 2 clinical trial of NVX-CoV2373 in the U.S. on August 24, 2020, and once this metric was met, vests based on continued service.

The severance arrangements with the NEOs and the effect of a change in control on their outstanding equity awards are described below under “Overview of Employment and Change in Control Agreements.”

NOVAVAX, INC. 2021 PROXY STATEMENT | 45

Executive Officers and Compensation

OUTSTANDING EQUITY AWARDS AT 2020 FISCAL YEAR END

The following table sets forth certain information with respect to the value of all outstanding equity awards held by the NEOs as of December 31, 2020:

Option Awards(1)

Stock Awards(2)

Name

Grant Date

Number of Securities Underlying Unexercised Options Exercisable (#)

Number of Securities Underlying Unexercised Options Unexercisable (#)

Option Exercise Price ($)(3)

Option Expiration Date

Number of Shares or Units of Stock That Have Not Vested (#)

Market Value of Shares or Units of Stock That Have Not Vested ($)(4)

Stanley C. Erck

3/1/2012

15,181

―

25.60

3/1/2022

―

―

3/2/2013

44,999

―

36.60

3/2/2023

―

―

3/6/2014

44,999

―

121.00

3/6/2024

―

―

3/5/2015

44,999

―

178.80

3/5/2025

―

―

3/15/2016

44,999

―

99.80

3/15/2026(5)

―

―

11/14/2016

27,499

―

27.00

11/14/2026(5)

―

―

11/14/2016

―

18,330

27.00

11/14/2026(6)

―

―

12/15/2017

61,869

20,630

27.60

12/15/2027(5)

―

―

12/13/2018

49,249

49,250

46.00

12/13/2028(5)

―

―

9/26/2019

―

—

—

13,092

77,897

9/26/2019

6,249

68,751

5.95

9/26/2029(8)

―

―

9/26/2019

6,249

68,751

5.95

9/26/2029(5)

―

―

4/17/2020

―

400,000

19.08

4/17/2030(7)

―

―

12/14/2020

―

41,700

129.70

12/14/2030(5)

―

―

12/14/2020

―

―

―

―

20,900

2,710,730

Gregory F. Covino

11/16/2020

―

8,200

90.65

11/16/2030(5)

―

―

11/16/2020

―

―

―

―

7,300

661,745

Gregory M. Glenn, M.D.

3/6/2014

8,749

0

121.00

3/6/2024

―

―

3/5/2015

14,999

0

178.80

3/5/2025

―

―

3/15/2016

17,499

0

99.80

3/15/2026(5)

―

―

11/14/2016

550

0

27.00

11/14/2026(5)

―

―

12/15/2017

2,084

6,257

27.60

12/15/2027(5)

―

―

12/13/2018

2,644

15,880

46.00

12/13/2028(5)

―

―

9/26/2019

20,656

45,444

5.95

9/26/2029(9)

―

―

9/26/2019

6,249

68,751